Pioneer Community Energy Board of Directors
October 20, 2022

Name of Project Location
Term of
PPA
Type of
Project
Commercial
Operation
Date Capacity
Annual Assigned
Prepaid Quantity
MWh
(___/__/20__-
___/__/20__)
Adjustments to Base Quantities and Assigned Quantities. The Master Power Supply Agreement and the Clean Energy Purchase Contract are designed to manage future assignments of PPAs and potential delivery of Base Quantities, if ever required, while ensuring there are sufficient scheduled cashflows to meet CCCFA’s payment obligations. Upon any assignments terminating, expiring, or being entered into, the Master Power Supply Agreement and Clean Energy Purchase Contract include provisions to recalculate Assigned Prepay Quantities and Base Quantities. In all cases, the total aggregate prepaid value (consisting of the amount of monthly Assigned Prepaid Quantities multiplied by the applicable APC Contract Price for Assigned Electricity, and the Base Quantities multiplied by the fixed swap price for such Base Quantities) remains the same.

As such, upon a replacement of the Assigned Rights and Obligations under an Assigned PPA, or J. Aron’s procurement of Energy which can be purchased in compliance with applicable EPS standards (“EPS Compliant Energy”), the Base Quantities will be reduced as provided in the Clean Energy Purchase Contract. To the extent Base Quantities were previously being delivered, the Commodity Swaps will be revised in connection with the commencement or termination of any Assignment Period such that the notional quantities under such swaps will be consistent with any changes to Base Quantities. Base Quantities may also be revised (a “Base Quantity Reduction”) to reflect any Replacement Assigned Rights and Obligations, with such calculation reflecting the same methodology as used to determine the Initial Assigned Rights and Obligation. The Base Quantity Reductions may also be revised in the case of any other commencement of a subsequent Assignment Period or a delivery period for any EPS Compliant Energy procured by J. Aron (a “J. Aron EPS Energy Period”, and together with an Assignment Period, an “EPS Energy Period”).

When determining the Assigned Prepay Quantities related to an Assigned PPA that has quantities of Electricity that are deliverable on an as-available basis (an “Applicable Project”), such Assigned Prepay Quantity may not exceed the amount which J. Aron determines with a high degree of certainty that such Applicable Project will be able to generate in each Month during the Assignment Period.

PPA Payment Custodial Agreement. The Project Participant, J. Aron, the Electricity Supplier, the CCCFA and U.S. Bank National Association, as custodian (in such capacity, the “Custodian”) have entered into a custodial agreement (the “PPA Payment Custodial Agreement”) to administer payments to be received by the sellers of Assigned Electricity pursuant to the Assigned PPAs (the “PPA Sellers”). The PPA Payment Custodial Agreement is not pledged as part of the Trust Estate. 47 4887-2403-4346v5/024575-0058

FAILURE TO DELIVER OR RECEIVE ELECTRICITY
Assigned Quantities. Neither CCCFA nor the Electricity Supplier shall have any liability or other obligation to one another for any failure to Schedule, receive, or deliver Assigned Electricity, except as described under the subheading “– ELECTRICITY REMARKETING” below and except for the Electricity Supplier’s payment obligation in connection with Force Majeure events as described below.

Base Quantities. CCCFA is not required to take or receive any Base Quantities under the Master Power Supply Agreement and the Electricity Supplier will remarket any Base Quantities that otherwise would be delivered thereunder as described under the heading “– ELECTRICITY REMARKETING” below.

Base Quantities are not expected to be delivered or remarketed during the Initial Interest Rate Period.

Force Majeure. With respect to all or any portion of Base Quantities or Assigned Prepay Quantities, either the Electricity Supplier fails to Schedule or deliver or CCCFA fails to Schedule or receive such quantities at any Delivery Point due to events of Force Majeure, the Electricity Supplier is required to pay (i) the applicable Day-Ahead Market Price for any such Base Quantities and (ii) the applicable APC Contract Price with respect to any such Assigned Prepay Quantities.

ELECTRICITY REMARKETING
Assigned Electricity. In the event Assigned Electricity at least equivalent to the Assigned Prepay Quantities for any Month is not delivered under an Assigned PPA (for any reason other than Force Majeure events), CCCFA will be deemed to have requested for the Energy Supplier to remarket the portion of the Assigned Electricity not delivered. Any such remarketing will be treated as a purchase by the Energy Supplier for its own account and the Energy Supplier will be obligated to make a payment to CCCFA equal to the quantity of Assigned Electricity deemed remarketed multiplied by the applicable APC Contract Price.

Any such remarketing will constitute a private business use sale, and the Project Participant is obligated to use Commercially Reasonable Efforts to remediate the proceeds of such sales with other qualifying purchases of Energy. If less than the Assigned Prepay Quantity is delivered is under an Assigned PPA for any four months in the aggregate during a twelve month period, J. Aron has the right to terminate the Assignment Period applicable to such Assigned Quantities.

Additionally, if the Project Participant is in default under the Clean Energy Purchase Contract or CCCFA requests remarketing of any Assigned Quantities as a result of (a) decreased demand by Project Participant’s retail customers, or (b) a change in law, the Electricity Supplier has the right to terminate the Assignment Period applicable to such Assigned Quantities effective as of the first Hour to which such remarketing applies. If the Electricity Supplier does not elect to terminate the Assignment Period, CCCFA and the Electricity Supplier are required to negotiate in good faith to modify the Master Power Supply Agreement remarketing provisions to reflect pricing, delivery and other terms related to such Assigned Quantities, and the Electricity Suppliershall have no obligation to remarket such Assigned Quantities unless and until CCCFA and the Electricity Supplier have mutually agreed to such adjustments.

Base Quantities. In the event of any expiration, termination or anticipated termination of Assigned Rights and Obligations or a failure to assign any portion of the Initial Assigned Rights and Obligations, the Project Participant is obligated to exercise Commercially Reasonable Efforts to assign replacement Assigned Rights and Obligations (“Replacement Assigned Rights and Obligations”) to J. Aron, which assignment is subject to J Aron’s consent. In the event the Project Participant is unable to assign PPAs with sufficient quantities to J. Aron under the Clean Energy Project at any time, then Base Quantities will increase and the Electricity Supplier is required to remarket any Base Quantities. In the event the Electricity Supplier is obligated to remarket Base Quantities, CCCFA will be deemed to have delivered a Monthly Remarketing Notice with respect thereto.
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The amounts payable by the Electricity Supplier for Electricity remarketed (except as otherwise described above) are the actual sale proceeds or the amounts based on the Day-Ahead Market Price applicable to such Electricity and Hour (if pursuant to a Monthly Remarketing Notice) or the Real-Time Market Price applicable to such Electricity and Hour (if pursuant to a Daily Remarketing Notice), less specified remarketing fees; provided that the aggregate amount payable by the Electricity Supplier in any Month for Electricity remarketed pursuant to a Monthly Remarketing Notice shall be not less than the Net Participant Price.

Delegation of Authority. J. Aron has agreed to provide all services necessary for the Electricity Supplier to meet its Electricity Remarketing obligations under the Master Power Supply Agreement. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENT – J. ARON AS AGENT.” Remarketing for Qualifying Use. There are three types of potential remarketing sales when proper notice has been tendered: qualified sales to Municipal Utilities, non-private business use sales and private business use sales. The Electricity Supplier is required to use Commercially Reasonable Efforts to remarket Electricity first in qualified sales and next in non-private business use sales. If the Electricity Supplier is unable to remarket the Electricity designated in a remarketing notice in qualified sales or in non-private business use sales, it will purchase the Electricity.

Ledger Entries. The Electricity Supplier must track in dollar and electric quantity ledgers information relating to the remarketing proceeds and the quantities of Electricity remarketed, including sales made to the Project Participant and other Municipal Utilities, to non-private business users and to private business users.

Remediation. The Electricity Supplier and CCCFA will seek to make additional qualified sales to reduce the ledger amounts associated with non-private and private business use sales. In addition, the Project Participant has covenanted under the Clean Energy Purchase Contract to exercise Commercially Reasonable Efforts to reduce such ledger amounts by applying the proceeds thereon toward future Electricity purchases made by the Project Participant that would qualify to remediate such entries. Any ledger entries remediated by the Electricity Supplier, CCCFA or the Project Participant would be removed from the relevant ledgers. In the event that J. Aron, as agent of the Electricity Supplier, fails to remediate any non-complying remarketing sales of Electricity within one year, the Electricity Supplier (acting at the direction of the director appointed by CCCFA) may, subject to certain requirements, supplement J. Aron with a third-party remarketing agent to remediate the non-complying sales. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENT – J. ARON AS AGENT – Replacement of J. Aron.”

LEDGER EVENT
As described previously, the Electricity Supplier will maintain ledgers that account for private business use and non-qualified use remarketing sales of Electricity. If the Electricity Supplier, CCCFA, and the Project Participant remediate such sales such that there is a remaining balance on any particular ledger two years after any private business use or non-qualified remarketing sale of Electricity, such balance will count against:
(a) in the case of private business use sales, a limit equal to the lesser of (i) $15 million (based on a quantity of Electricity determined by reference to the fixed price per MWh of Electricity under the Master Power Supply Agreement) or (ii) 10% of the original quantity of Electricity purchased under the Master Power Supply Agreement, and
(b) in the case of sales to non-qualified users, a limit of 10% of the original quantity of Electricity purchased under the Master Power Supply Agreement (or such higher amount as may be set forth in an Opinion of Bond Counsel),
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in each case, subject to any higher amount as may be set forth in an Opinion of Bond Counsel. Both limits apply in the aggregate over the term of the Master Power Supply Agreement. In the event that either limit is exceeded, a “Ledger Event” will occur under the Master Power Supply Agreement, unless CCCFA receives an Opinion of Bond Counsel to the effect that such event will not adversely affect the exclusion from gross income for U.S. federal income tax purposes of interest on the Bonds. Any such Tax Opinion may take into account, among other things, any changes in tax requirements and any remedial actions taken with respect to the Bonds by CCCFA.

CCCFA has agreed in its Continuing Disclosure Undertaking for the Bonds to provide notices of (a) private business use sales and non-qualifying sales of Electricity that are not remediated within twelve months and (b) the occurrence of Ledger Events. See “CONTINUING DISCLOSURE UNDERTAKING” below.

The occurrence of a Ledger Event could cause interest on the Bonds to become subject to federal income taxation, possibly retroactive to the Initial Issue Date of the Bonds. A Ledger Event provides the Electricity Supplier (at the sole determination of the J. Aron appointed director) with the option, but not an obligation, to designate an Electricity Delivery Termination Date under the Master Power Supply Agreement. If the Electricity Supplier designates an Electricity Delivery Termination Date due to a Ledger Event, (a) the Electricity Supplier has the right, but has no obligation, to exercise the Electricity Supplier Acceleration Option under the Funding Agreement, and (b) the Funding Recipient has the right, but has no obligation to exercise the Funding Recipient Acceleration Option under the Funding Agreement. The exercise of the Electricity Supplier Acceleration Option or the Funding Recipient Acceleration Option is a Termination Payment Event under the Master Power Supply Agreement. However, a Ledger Event does not, without a subsequent exercise by the Electricity Supplier or the Funding Recipient of its respective acceleration option, result in an Electricity Delivery Termination Date or an Early Termination Payment Date under the Master Power Supply Agreement. See “INVESTMENT CONSIDERATIONS – LOSS OF TAX EXEMPTION.”
Following the occurrence of a Ledger Event, the Electricity Supplier agrees to pay to CCCFA any amounts that become payable by J. Aron to the Electricity Supplier pursuant to the Electricity Purchase, Sale and Service Agreement as a result of such Ledger Event. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENT – ADDITIONAL AMOUNTS PAYABLE FOLLOWING A LEDGER EVENT” and “THE BONDS – INCREASED INTEREST RATE UPON LEDGER EVENT.”

PAYMENT PROVISIONS
The prepayment from CCCFA to the Electricity Supplier will be due prior to the inception of the term of the Master Power Supply Agreement. To the extent amounts become payable to CCCFA thereunder (for example, as a result of remarketing or failure to deliver by the Electricity Supplier), such amounts are due on the 24th day of the month or the preceding business day following the month in which such amount accrues. Amounts payable by CCCFA are due on the 25th day of the month or the following business day following the month in which such amounts accrue.

FORCE MAJEURE
Each of CCCFA and the Electricity Supplier are excused from their respective obligations to receive and deliver Electricity under the Master Power Supply Agreement to the extent prevented by Force Majeure, defined generally as an event or circumstance not anticipated and not within the reasonable control of, or the result of negligence of, the party claiming Force Majeure. This includes such events as riot, insurrection, war, labor dispute, natural disaster, vandalism, terrorism, and sabotage. The declaration of Force Majeure by a PPA Seller under an Assigned PPA or by the Project Participant under the Clean Energy Purchase Contract constitutes Force Majeure under the Master Power Supply Agreement. 50 4887-2403-4346v5/024575-0058

ASSIGNMENT
Neither party may assign its rights under the Master Power Supply Agreement without the other party’s consent except:
(a) pursuant to the Indenture, CCCFA may transfer, sell, pledge, encumber or assign the Master Power Supply Agreement to the Trustee in connection with a financing arrangement; provided that CCCFA may not assign its rights under the Master Power Supply Agreement unless, contemporaneously with the effectiveness of such assignment, CCCFA also assigns the CCCFA Commodity Swap and the CCCFA Custodial Agreement to the same assignees; or (b) the Electricity Supplier may assign the Master Power Supply Agreement to an affiliate of the Electricity Supplier, which assignment shall constitute a novation; provided that the assignee agrees to be bound by the terms and conditions of the Master Power Supply Agreement and (i) the Electricity Supplier delivers a Rating Confirmation with respect to such assignment, (ii) contemporaneously with the effectiveness of such assignment, the Electricity Supplier also assigns the Electricity Supplier Commodity Swap, the Electricity Supplier Custodial Agreement and the Master Electricity Supplier Custodial Agreement to the same assignee and either (a) the Electricity Supplier assigns the Funding Agreement and the Electricity Purchase, Sale and Service Agreement to the same assignee or (b) the assignee provides to CCCFA a guarantee of its obligations by GSG and GSG continues to guarantee the payment obligations of J. Aron under the Electricity Purchase, Sale and Service Agreement, and (iii) the assignee is a special purpose entity approved by CCCFA or its obligations under the Master Power Supply Agreement are guaranteed by [Funding Recipient] (or its successors to or permitted assignees of the Funding Agreement) to the satisfaction of CCCFA.

If either (i) the Electricity Supply notifies CCCFA that the Funding Agreement will not be replaced, re-financed or re-priced at the end of any Interest Rate Period for the Bonds, or (ii) the Electricity Supplier is unable to provide under the Re-Pricing Agreement, an Available Discount Percentage for any Reset Period that is equal to or greater than the applicable Minimum Discount Percentage under the Clean Energy Purchase Agreement, then, at the request of CCCFA, the Electricity Supplier will reasonably cooperate with CCCFA to cause the Electricity Supplier’s (or the Electricity Supplier’s affiliate’s, if applicable) interest in the Master Power Supply Agreement, the Re-Pricing Agreement the Electricity Supplier Commodity Swap, the Electricity Supplier Swap Custodial Agreement, the Master Electricity Supplier Custodial Agreement and any specified Investment Agreement and all agreements related to any of the foregoing (collectively, the “Transaction Documents”) to be novated to a replacement seller. The Master Power Supply Agreement and the Indenture impose certain requirements for any such novation.

FUNDING AGREEMENT TERMS
Except (i) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision in the Funding Agreement, (ii) to insert such provisions clarifying matters or questions arising under the Funding Agreement as are necessary or desirable and are not contrary to or inconsistent therewith or (iii) to convert or supplement any provision in a manner consistent with the intent of the Funding Agreement and the other Transaction Documents, the Electricity Supplier agrees in the Master Power Supply Agreement that it shall not agree to any amendment, alteration, assignment or modification to the Funding Agreement or any guaranty of the Funding Recipient’s obligations thereunder without receipt of a Rating Confirmation and the prior written consent of CCCFA; provided that, the consent of CCCFA shall not be required in connection with (a) the replacement, refinancing or re-pricing of the Funding Agreement at the end of any Interest Rate Period in accordance with the terms of the Funding Agreement or (b) the Electricity Supplier’s assignment of its interest in the Funding Agreement or consent to Funding Recipient’s 51 4887-2403-4346v5/024575-0058
assignment of its interest in the Funding Agreement to the extent the Electricity Supplier provides a Rating Confirmation to CCCFA with respect to any such assignment.

If an Early Termination Payment Date is designated under the Master Power Supply Agreement, the Electricity Supplier agrees it shall promptly withdraw the Final Payment Amount under the Funding Agreement. Additionally, the Electricity Supplier agrees it shall not withdraw the Final Payment Amount under the Funding Agreement in connection with [the redemption optional early termination provisions therein] unless such Final Payment Amount (accounting for the deduction of any breakage amount that would be due thereunder) plus other available funds are sufficient for the early redemption of the Bonds.

EARLY TERMINATION
An Electricity Delivery Termination Date will occur automatically under the Master Power Supply Agreement upon the occurrence of a Termination Payment Event (which includes a Failed Remarketing with respect to the Bonds) or an Automatic Electricity Delivery Termination Event (as such terms are described below). Upon the occurrence of an Optional Electricity Delivery Termination Event (as described below), an Electricity Delivery Termination Date may be designated by the Electricity Supplier, as described below. If an Electricity Delivery Termination Date occurs, the Delivery Period under the Master Power Supply Agreement will end and the Electricity Supplier will be required to make the payment or payments described under “– REMEDIES AND TERMINATION” below.

Termination Payment Event. A Termination Payment Event will occur under the Master Power Supply Agreement if:
• the Electricity Supplier fails to pay when due any amounts owed to CCCFA under the Master Power Supply Agreement because of a failure by the Funding Recipient to pay when due any amounts owed to the Electricity Supplier pursuant to the Funding Agreement and such failure continues for 30 days after receipt by the Electricity Supplier of notice thereof;
• as of one week prior to the beginning of the first Month following a Reset Period, either (a) CCCFA has not entered into a bond purchase agreement, firm remarketing agreement or similar agreement with respect to the remarketing or refunding of the Bonds or (b) the Funding Recipient (or its successor) and the Electricity Supplier are unable to replace, refinance or re-price the Funding Agreement for a subsequent Reset Period; • a Failed Remarketing occurs;
• J. Aron exercises its option to designate a EPSSA Early Termination Date under the Electricity Purchase, Sale and Service Agreement due to the Project Participant making a Remarketing Election for any Reset Period;
• both (a) an Electricity Delivery Termination Date occurs under the Master Power Supply Agreement and (b) the Funding Recipient exercises its Funding Recipient Acceleration Option to prepay the Final Payment Amount under the Funding Agreement, see “THE FUNDING AGREEMENT – ACCELERATION OPTIONS” below; or
• both (a) an Electricity Delivery Termination Date is designated by the Electricity Supplier under the Master Power Supply Agreement due to a Ledger Event and (b) the Electricity Supplier exercises its Electricity Supplier Acceleration Option to terminate the Funding Agreement, see “THE FUNDING AGREEMENT – ACCELERATION OPTIONS” below. 52 4887-2403-4346v5/024575-0058
Optional Electricity Delivery Termination Events. The Electricity Supplier will have the right to designate an Electricity Delivery Termination Date under the Master Power Supply Agreement under the following circumstances:
• except in the case where an Automatic Electricity Delivery Termination Event has occurred, both (a) a CCCFA Commodity Swap is terminated by the Commodity Swap Counterparty or termination occurs automatically as a result of an event of default where CCCFA is the defaulting party or a termination event where CCCFA is the sole affected party and (b) either the affected CCCFA Commodity Swap or the corresponding Electricity Supplier Commodity Swap is not replaced within the Swap Replacement Period (described below); or
• a Ledger Event occurs.

Automatic Electricity Delivery Termination Events. An Electricity Delivery Termination Date will occur automatically under the Master Power Supply Agreement under the following circumstances:
• the CCCFA Commodity Swap is terminated by the Commodity Swap Counterparty as a result of an event of default due to CCCFA’s insolvency or bankruptcy; • both (a) the Electricity Supplier Commodity Swap is terminated by the Commodity Swap Counterparty based on an event of default where the Electricity Supplier is the defaulting party or a termination event where the Electricity Supplier is the sole affected party, or otherwise occurs automatically and, except for certain events of default and termination events for which the Swap Replacement Period does not apply, (b) either such Electricity Supplier Commodity Swap or the corresponding CCCFA Commodity Swap is not replaced within the Swap Replacement Period;
• following receipt of an offer by the Trustee to sell Swap Deficiency Call Receivables under the Receivables Purchase Provisions, the Electricity Supplier does not exercise (or is deemed not to have exercised) its related option to purchase the identified Swap Deficiency Call Receivables within the timeline set forth in the Receivables Purchase Provisions; • both (a) a EPSSA Early Termination Date occurs under the Electricity Purchase, Sale and Service Agreement, and (b) the Electricity Supplier is unable to enter into a replacement Electricity Purchase, Sale and Service Agreement with substantially the same terms or terms approved by the CCCFA by the date that is 120 days following such early termination date. The Electricity Supplier may enter into a replacement Electricity Purchase, Sale and Service Agreement only if (a) the EPSSA Guaranty applies to the obligations of the replacement seller thereunder or (b) the Electricity Supplier delivers a Rating Confirmation with respect to its entry into such replacement Electricity Purchase, Sale and Service Agreement; or
• bankruptcy or insolvency of CCCFA.

REPLACEMENT OF COMMODITY SWAPS
CCCFA and the Electricity Supplier agree in the Master Power Supply Agreement that if any Commodity Swap terminates, is being terminated or is expected to be terminated, in each case for any reason other than the bankruptcy or insolvency of CCCFA or the Electricity Supplier or the failure of the Electricity Supplier to make payments due under the Electricity Supplier Commodity Swap, then CCCFA and the Electricity Supplier will attempt to replace such Commodity Swap and the corresponding 53 4887-2403-4346v5/024575-0058
Commodity Swap of the other party by (i) exercising any rights they may have to increase the notional quantities under other existing Commodity Swaps with existing Swap Counterparties (if any) upon termination of the affected Commodity Swap in order to effect a replacement of such Commodity Swaps, and subsequent to such a replacement, cooperating in good faith to locate replacement agreements with a different Swap Counterparty to replace the notional amount of such Commodity Swaps; or (ii) to the extent the notional amount of other existing Commodity Swaps (if any) cannot be increased, cooperating in good faith to locate replacement agreements with an alternate Swap Counterparty to replace both the relevant Commodity Swaps within the Swap Replacement Period.

The Swap Replacement Period begins on the earlier of (i) the date any Commodity Swap terminates or (ii) delivery of a notice of the anticipated termination of a Commodity Swap, and ends 60 days thereafter during which time CCCFA and the Electricity Supplier will make payments to each other under the Custodial Agreements, unless the Commodity Swaps are dormant due to Base Quantities being zero under the Master Power Supply Agreement. If the Commodity Swaps are dormant, the Swap Replacement Period continues until 60 days after the Commodity Swaps cease to be dormant during which time CCCFA and the Electricity Supplier will make payments to each other under the Custodial Agreements.

REMEDIES AND TERMINATION PAYMENT
Electricity Delivery Termination Date. An Electricity Delivery Termination Date will occur automatically upon the occurrence of a Termination Payment Event or an Automatic Electricity Delivery Termination Event; provided that an Electricity Delivery Termination Date will occur as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence of an Automatic Electricity Delivery Termination Event relating to the dissolution or bankruptcy of CCCFA. If an Optional Electricity Delivery Termination Event has occurred and is continuing, then the Electricity Supplier, as described above, may designate an Electricity Delivery Termination Date.

End of Delivery Period. As of the Electricity Delivery Termination Date:
(a) the Delivery Period will end;
(b) the obligation of the Electricity Supplier to make any further deliveries of Electricity to CCCFA will terminate and be replaced with a continuing obligation of the Electricity Supplier to pay scheduled monthly amounts to CCCFA until the earlier of (i) the month in which a Termination Payment Event occurs and (ii) the last due date for such scheduled payments; and (c) the obligation of CCCFA to receive deliveries of Electricity from the Electricity Supplier will terminate.

The Master Power Supply Agreement will continue in effect after the Electricity Delivery Termination Date occurs. The occurrence of an Electricity Delivery Termination Date will not prevent the contemporaneous or subsequent occurrence of a Termination Payment Event. Upon the occurrence of any Automatic Electricity Delivery Termination Event, an Electricity Delivery Termination Date shall be deemed to be designated as of the end of the month in which such Automatic Electricity Delivery Termination Event occurs
Termination Payment; Early Termination Payment Date. Following a Termination Payment Event, the Electricity Supplier is required to pay the Termination Payment to the Trustee on the Early Termination Payment Date. The “Early Termination Payment Date” is the last business day of the Month that commences after a Termination Payment Event occurs. In the case of a Termination Payment Event that results from a Failed Remarketing, the Early Termination Payment Date will be the last business day of the 54 4887-2403-4346v5/024575-0058
current Interest Rate Period. The obligation of the Electricity Supplier to pay the Termination Payment on the Early Termination Payment Date and, if applicable, the Additional Termination Payment, is unconditional, and the Electricity Supplier waives all rights to set-off, counterclaim, recoupment and any other defenses that might otherwise be available with regard to its obligation to pay the Termination Payment and, if applicable, the Additional Termination Payment, on the Early Termination Payment Date.

The amount of the Termination Payment is set forth on a schedule to the Master Power Supply Agreement. The Termination Payment schedule approximately matches the Final Payment Amount attached to the Funding Agreement. The Termination Payment, together with the amounts required to be on deposit in certain Funds and Accounts held by the Trustee, has been calculated to provide a sum at least sufficient to pay the Redemption Price of the Bonds, assuming that the Electricity Supplier, the Project Participant (or if the Project Participant were to fail to pay, the performance of the Project Participant Credit Enhancement) and the Investment Agreement Providers pay and perform their respective contract obligations when due. See APPENDIX I for a schedule of Termination Payments under the Master Power Supply Agreement.

Additional Termination Payment. In addition to the scheduled Termination Payment, if an Electricity Delivery Termination Date occurs as a result of certain events, the Electricity Supplier will be required to pay CCCFA an amount equal to the net present value of the quantity of Electricity that would have been delivered over the remaining term of the then-current Reset Period absent such early termination, multiplied by a fixed price per MWh (the “Additional Termination Payment”). The Additional Termination Payment is not part of the Trust Estate and is not pledged to secure the payment of the Bonds.

RECEIVABLES PURCHASE PROVISIONS
General. Under certain circumstances, the Electricity Supplier has agreed to purchase from the Trustee the rights to payment of net amounts owed by the Project Participant under the Clean Energy Purchase Contract (“Put Receivables”). Under the Receivables Purchase Provisions, CCCFA can put these Put Receivables to the Electricity Supplier under the circumstances described below under “– Put Option,” and the Indenture directs the Trustee to take such action on behalf of CCCFA. In addition, under certain circumstances described below under “– Swap Deficiency Call Option” and “– Elective Call Option,” the Electricity Supplier has the right to purchase from the Trustee CCCFA’s rights to payment of net amounts owed by the Project Participant under its Clean Energy Purchase Contract (“Call Receivables” and, collectively with Put Receivables, “Receivables”).

Put Option. If an Early Termination Payment Date is established under the Electricity Purchase Agreement, or upon the final scheduled maturity of the Bonds, the Trustee may put to the Electricity Supplier, and the Electricity Supplier then has an obligation to purchase, Put Receivables with a face value up to an amount (the “Put Receivables Amount”) equal to the sum of the Minimum Amount (less any amounts on deposit in the Commodity Reserve Account) plus the Debt Service Reserve Requirement (less any amounts on deposit in the Debt Service Reserve Account).

The maximum amount payable by the Electricity Supplier for such Put Receivables is limited to $_________ in the aggregate, which equals the sum of the Debt Service Reserve Requirement and the Minimum Amount required to be on deposit in the Commodity Reserve Account, and such amount will be reduced by any amounts on deposit in the Commodity Reserve Account or the Debt Service Reserve Account, respectively. The Electricity Supplier’s obligation to purchase such Put Receivables is subject to the condition that the representations and warranties made by CCCFA regarding its title to and the validity of the Put Receivables be true and correct on each day that the Electricity Supplier is required to purchase Put Receivables.
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Under the Electricity Purchase, Sale and Service Agreement, J. Aron has agreed to the transfer to it by the Electricity Supplier of any Put Receivables purchased by the Electricity Supplier under the Receivables Purchase Provisions. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENT.”
Swap Deficiency Call Option. If the Project Participant defaults on its obligation to make any payment under its Clean Energy Purchase Contract with CCCFA and such payment default results in a Swap Payment Deficiency, then on such Business Day, the Trustee (on behalf of CCCFA) shall deliver a written offer (a “Swap Deficiency Call Receivables Offer”) to sell to the Electricity Supplier sufficient Swap Deficiency Call Receivables (such amount, less any undisputed amounts owed by CCCFA to the Project Participant, the “Swap Deficiency Call Receivables Amount”) to fund any Swap Payment Deficiency (defined in APPENDIX C) resulting from such default. No later than the Business Day following the Electricity Supplier’s receipt of a Swap Deficiency Call Receivables Offer, the Electricity Supplier may elect, in its discretion, to purchase the Swap Deficiency Call Receivables referenced in the Swap Deficiency Call Receivables Offer by delivering a written notice (a “Swap Deficiency Call Option Notice”) to the Trustee of the Electricity Supplier’s intent to purchase such Swap Deficiency Call Receivables. If the Electricity Supplier does not deliver a Swap Deficiency Call Option Notice to CCCFA and the Trustee on or before the Business Day following the Electricity Supplier’s receipt of a Swap Deficiency Call Receivables Offer, the Electricity Supplier will be deemed to have elected not to purchase the referenced Swap Deficiency Call Receivables, which constitutes an Automatic Electricity Delivery Termination Event under the Master Power Supply Agreement.

The Trustee’s obligation to offer to sell such Swap Deficiency Call Receivables is subject to the condition that all of the representations and warranties made by the Electricity Supplier at the time of execution and delivery of the Receivables Purchase Provisions be true and correct on each day that the Trustee is required to offer to sell Swap Deficiency Call Receivables.

Under the Electricity Purchase, Sale and Service Agreement, J. Aron has agreed to purchase any Swap Deficiency Call Receivable purchased by the Electricity Supplier under the Receivables Purchase Provisions, provided that J. Aron’s obligation to purchase Swap Deficiency Call Receivables is subject to it having provided its prior written consent to the purchase of such Swap Deficiency Call Receivables by the Electricity Supplier. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENT.” Elective Call Option. If the Project Participant defaults on its obligation to make any payment under its Clean Energy Purchase Contract with CCCFA and such payment default does not result in a Swap Payment Deficiency, the Trustee shall deliver a written offer (an “Elective Call Receivables Offer”) to sell to the Electricity Supplier sufficient Elective Call Receivables (such amount, less any undisputed amounts owed by CCCFA to the Project Participant, the “Elective Call Receivables Amount”) to fund any Swap Payment Deficiency (defined in APPENDIX C) resulting from such default. No later than the Business Day following the Electricity Supplier’s receipt of an Elective Call Receivables Offer, the Electricity Supplier may elect, in its discretion, to purchase the Elective Call Receivables referenced in the Elective Call Receivables Offer by delivering a written notice (a “Elective Call Option Notice”) to the Trustee of the Electricity Supplier’s intent to purchase such Elective Call Receivables. If the Electricity Supplier does not deliver an Elective Call Option Notice to CCCFA and the Trustee on or before the Business Day following the Electricity Supplier’s receipt of an Elective Call Receivables Offer, the Electricity Supplier will be deemed to have elected not to purchase the referenced Elective Call Receivables, which constitutes an Automatic Electricity Delivery Termination Event under the Master Power Supply Agreement.

The Trustee’s obligation to offer to sell such Elective Call Receivables is subject to the condition that all of the representations and warranties made by the Electricity Supplier at the time of execution and delivery of the Receivables Purchase Provisions be true and correct on each day that the Trustee is required to offer to sell Elective Call Receivables.
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Under the Electricity Sale and Service Agreement, J. Aron has agreed to purchase any Elective Call Receivable purchased by the Electricity Supplier under the Receivables Purchase Provisions, provided that J. Aron’s obligation to purchase Elective Call Receivables is subject to it having provided its prior written consent to the purchase of such Elective Call Receivables by the Electricity Supplier. See “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENT.”

THE RE-PRICING AGREEMENT
Set forth below is a summary of certain provisions of the Re-Pricing Agreement. This summary does not purport to be a complete description of the terms and conditions of the Re-Pricing Agreement and accordingly is qualified by reference to the full text thereof.

GENERAL
On the Initial Issue Date of the Bonds, CCCFA and the Electricity Supplier will enter into a Re-Pricing Agreement (the “Re-Pricing Agreement”), which provides for (a) the determination of Electricity delivery periods subsequent to the initial Electricity delivery period that corresponds to the Initial Interest Rate Period on the Bonds (“Reset Periods”) and (b) the calculation of the amount of the discount (as a percentage) that is available (the “Available Discount Percentage”) for sales of Electricity to the Project Participant during each Reset Period.

The initial delivery period under the Master Power Supply Agreement begins on the first day of _______ 202_ and ends on the last day of _________ 202_ and the first Reset Period is expected to begin on the first day of _________ 202__.

REMARKETING ELECTION
In the event that the Available Discount Percentage for any Reset Period is less than the minimum discount percentage specified in the Clean Energy Purchase Contract, the Project Participant may elect not to take Electricity during the Reset Period and to have such Electricity remarketed for the duration of the Reset Period (a “Remarketing Election”) by giving notice of such election to CCCFA, the Electricity Supplier and the Trustee. Any Base Quantities that are covered by a Remarketing Election will be remarketed in accordance with the provisions of the Indenture and the Master Power Supply Agreement.

In the event that the Project Participant makes a Remarketing Election with respect to any Reset Period, J. Aron will have the option to terminate the Electricity Purchase, Sale and Service Agreement. If J. Aron exercises this option, a Termination Payment Event and an Early Termination Payment Date will occur under the Master Power Supply Agreement. See “THE MASTER POWER SUPPLY AGREEMENT – ELECTRICITY REMARKETING” and “– EARLY TERMINATION.”

REPLACEMENT OF FUNDING AGREEMENT
The Re-Pricing Agreement includes provisions that enable the Electricity Supplier to obtain proposals from the Funding Recipient and other qualified funding recipients for funding agreements to replace the Funding Agreement upon the maturity date of the Funding Agreement (which coincides with the end of the Initial Interest Rate Period). CCCFA agrees to cooperate in good faith with the Electricity Supplier and to take all steps reasonably within its control to cause the Bonds to be remarketed or refunded for the Interest Rate Period that corresponds to each Reset Period.

THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENT
Set forth below is a summary of certain provisions of the Electricity Purchase, Sale and Service Agreement during the Delivery Period. This summary does not purport to be a complete description of the 57 4887-2403-4346v5/024575-0058
terms and conditions of the Electricity Purchase, Sale and Service Agreement and accordingly is qualified by reference to the full text thereof.

GENERAL
Under the Electricity Purchase, Sale and Service Agreement, J. Aron has agreed to sell and deliver during the Delivery Period the Electricity in exchange for payment from the Electricity Supplier. For Assigned Prepay Quantities, the Electricity Supplier will pay J. Aron an amount equal to the APC Contract Price, plus a fee calculated on the Assigned Electricity Value (the “J. Aron Electricity Fee”), regardless of whether or not the Electricity is delivered. For Base Quantities, the Electricity Supplier will pay J. Aron an amount equal to the Day-Ahead Market Price, plus a fee calculated on the Base Quantities multiplied by the fixed swap price. In addition, the Electricity Supplier will pay J. Aron an upfront structuring fee.

With respect to Assigned PAYGO Electricity, payment shall equal the quantity of such Assigned PAYGO Electricity multiplied by the applicable contract price(s) then in effect with respect to Electricity under the applicable Assigned PPAs.

The quantities of Electricity, delivery point provisions and delivery period under the Electricity Purchase, Sale and Service Agreement match the corresponding provisions of the Master Power Supply Agreement and, in turn, the corresponding provisions of the Clean Energy Purchase Contract.

J. ARON AS AGENT
General. Under the Electricity Purchase, Sale and Service Agreement, the Electricity Supplier appoints and directs J. Aron as its agent and J. Aron agrees to issue notices, billing statements and other communications, and to take any other actions that the Electricity Supplier is required or permitted to take under (a) the Master Power Supply Agreement, (b) the Electricity Supplier Commodity Swaps, (c) the Re-Pricing Agreement, and (d) the Electricity Purchase, Sale and Service Agreement (collectively, the “Energy Documents”); provided that J. Aron’s agency role with respect to the Electricity Purchase, Sale and Service Agreement shall be limited to ordinary course actions required in connection with the Clean Energy Project and J. Aron shall have no right to waive, modify or amend the terms of the Electricity Purchase, Sale and Service Agreement on the Electricity Supplier’s behalf or to act on the Electricity Supplier’s behalf with respect to any dispute thereunder. In exercising this agency power, J. Aron shall have the authority to take any such actions as it deems necessary under the Energy Documents.

Standard of Care. In the conduct and performance of its agency role, J. Aron shall conduct itself consistent with and observe the same standard of care as it has in similar transactions in which J. Aron has acted as the seller under prepaid commodities agreements, and the Electricity Supplier acknowledges and agrees that J. Aron shall have no obligation to observe a standard of care greater than it has in such similar transactions or to take any actions or measures beyond those it typically takes in connection with such transactions. J. Aron shall not be liable for any action taken or omitted by it in acting as agent on behalf of the Electricity Supplier, except as expressly set forth in the Electricity Purchase, Sale and Service Agreement.

Electricity Remarketing. Under the Electricity Purchase, Sale and Service Agreement, the Electricity Supplier delegates, and J. Aron assumes, all of the Electricity Supplier’s Electricity remarketing obligations under the remarketing provisions of the Master Power Supply Agreement, and J. Aron agrees to comply with such provisions. Pursuant to this delegation, all Electricity remarketing notices, directions and other actions will be given to or by, and will be performed by, J. Aron, except as described below.

Third Party. In the event that there are entries for private business use sales or non-qualifying sales on any ledger set that have not been remediated within 12 months, the Electricity Supplier (acting at the 58 4887-2403-4346v5/024575-0058
direction of the director appointed by CCCFA) may hire a third party remarketing agent to remediate the outstanding ledger entries; provided that any such third party remarketing agent (or its guarantor) must:
(a) have (i) an outstanding long-term senior, unsecured, unenhanced debt rating equivalent to or higher than the ratings assigned to the Bonds, (ii) capital stock, surplus and undivided earnings aggregating at least $100,000,000, and (iii) satisfy J. Aron’s internal requirements relating to “know your customer” rules and similar rules and regulations, unless such requirements are waived by J. Aron; and (b) agree to (i) remediate such ledger entries consistent with the terms of the Master Power Supply Agreement, and (ii) exercise Commercially Reasonable Efforts to enter into remarketing sales to the extent that CCCFA, the Electricity Supplier or J. Aron locate opportunities for remarketing sales.

Receivables Purchase. J. Aron agrees in the Electricity Sale and Service Agreement to purchase any Receivables purchased by the Electricity Supplier under the Receivables Purchase Provisions; provided that J. Aron’s obligation to purchase Swap Deficiency Call Receivables and Elective Call Receivables is subject to it having provided its prior written consent to the purchase thereof by the Electricity Supplier.

J. Aron agrees to accept the transfer of Receivables as a credit against amounts owed by the Electricity Supplier under the Electricity Sale and Service Agreement and, to the extent that the amount of such Receivables exceeds the amount so owed by the Electricity Supplier in any Month, J. Aron will pay the difference to the Electricity Supplier. J. Aron agrees to pay the purchase price for such Receivables not later than the applicable purchase date specified in the Receivables Purchase Provisions by wire transfer of immediately available funds.

FAILURE TO DELIVER OR RECEIVE ELECTRICITY
J. Aron will be required to pay the Electricity Supplier for all Base Quantities or Assigned Prepay Quantities that J. Aron fails to deliver or the Electricity Supplier fails to receive in the event of Force Majeure claimed by either party. The amount J. Aron is required to pay the Electricity Supplier is equal to the amount the Electricity Supplier is required to pay CCCFA for Base Quantities or Assigned Prepay Quantities not delivered or received under the Master Power Supply Agreement, if such failure to deliver or receive such quantities is due to Force Majeure. If there is a failure of J. Aron to deliver Base Quantities not due to Force Majeure, J. Aron shall pay the higher of the replacement price or the day-ahead market price applicable for such Shortfall Quantity. If there is a failure of the Electricity Supplier to take Base Quantities not due to Force Majeure, J. Aron shall pay an amount based on the price of remarketed Base Quantities, less certain fees.

PAYMENT PROVISIONS
Amounts due from J. Aron to the Electricity Supplier under the Electricity Purchase, Sale and Service Agreement (for example, as a result of remarketing or failure to deliver by J. Aron) will be due on or before the 23rd day of the month following the month in which such amount accrues; provided that the purchase price of any Receivables purchased by J. Aron shall be paid on the applicable due date under the Receivables Purchase Provisions. Amounts due from the Electricity Supplier to J. Aron will be due on or before the 26th day of the month following the month in which such amount accrued. J. Aron is not entitled to net amounts due and owing by it thereunder, but the Electricity Supplier is entitled to net any amounts due and owing by J. Aron against its monthly payments due to J. Aron.

FORCE MAJEURE
Each of J. Aron and the Electricity Supplier are excused from their respective obligations to receive and deliver Electricity under the Electricity Purchase, Sale and Service Agreement to the extent prevented by Force Majeure, defined generally as an event or circumstance not anticipated and not within the reasonable control of, or the result of negligence of, the party claiming Force Majeure. This includes such events as riot, insurrection, war, labor dispute, natural disaster, vandalism, terrorism, and sabotage. The 59 4887-2403-4346v5/024575-0058
declaration of Force Majeure by a PPA Seller under an Assigned PPA, by the Project Participant under the Clean Energy Purchase Contract, or by CCCFA under the Master Power Supply Agreement, constitutes Force Majeure under the Electricity Purchase, Sale and Service Agreement.

ADDITIONAL AMOUNTS PAYABLE FOLLOWING A LEDGER EVENT
If a Ledger Event occurs under the Master Power Supply Agreement and an Early Termination Payment Date has not been designated thereunder, J. Aron agrees to pay to the Electricity Supplier scheduled Ledger Event Payments calculated to provide a sum sufficient (together with the interest component of the Scheduled Debt Service Deposits) to enable CCCFA to pay interest on the Bonds at the Increased Interest Rate. Such payments are due to the Electricity Supplier on (a) the Business Day preceding each Interest Payment Date and the Mandatory Purchase Date, and (b) any Early Termination Payment Date under the Master Power Supply Agreement. See “THE MASTER POWER SUPPLY AGREEMENT – LEDGER EVENT” and “THE BONDS – INCREASED INTEREST RATE UPON LEDGER EVENT.”

ASSIGNMENT
Neither party may assign its rights or obligations under the Electricity Purchase, Sale and Service Agreement without the other party’s consent, except that J. Aron may assign the Electricity Purchase, Sale and Service Agreement to an affiliate of J. Aron, which assignment will constitute a novation; provided that the assignee assumes the obligations of J. Aron under the Electricity Purchase, Sale and Service Agreement and either (a) the EPSSA Guaranty continues to apply to the obligations of such assignee under the Electricity Purchase, Sale and Service Agreement or (b) assignee provides to the Electricity Supplier a replacement EPSSA Guaranty and a Rating Confirmation with respect to such assignment.

DEFAULTS AND TERMINATION EVENTS
J. Aron Default. Each of the following events constitutes a “J. Aron Default” under the Electricity Purchase, Sale and Service Agreement:
(a) J. Aron fails to pay when due any amounts owed to the Electricity Supplier pursuant to the Electricity Purchase, Sale and Service Agreement and such failure continues for five days after receipt by J. Aron of notice thereof, unless GSG has made such payment under the EPSSA Guaranty;
(b) certain bankruptcy or insolvency events with respect to J. Aron; or (c) the EPSSA Guaranty ceases to be in full force and effect or is declared to be null and void, or GSG contests the validity or enforceability of the EPSSA Guaranty; provided that no such event will occur as a consequence of GSG becoming subject to a receivership, insolvency, liquidation, resolution or similar proceeding.

Electricity Supplier Default. Each of the following events constitutes a “Electricity Supplier Default” under the Electricity Purchase, Sale and Service Agreement:
(a) the Electricity Supplier fails to pay when due any amounts owed to J. Aron pursuant to the Electricity Purchase, Sale and Service Agreement and such failure continues for 30 business days after receipt by the Electricity Supplier of notice thereof; or (b) certain bankruptcy or insolvency events with respect to the Electricity Supplier.
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Optional Non-Default Termination Event. An “Optional Non–Default Termination Event” under the Electricity Purchase, Sale and Service Agreement will occur if the Project Participant makes a Remarketing Election with respect to any Reset Period under the Clean Energy Purchase Contract.

Automatic Non-Default Termination Event. The occurrence of an Electricity Delivery Termination Date under the Master Power Supply Agreement constitutes an “Automatic Non-Default Termination Event” under the Electricity Purchase, Sale and Service Agreement.

REMEDIES AND TERMINATION
Upon the occurrence of a J. Aron Default or an Electricity Supplier Default, the non-defaulting party may designate an early termination date under the Electricity Purchase, Sale and Service Agreement (a “EPSSA Early Termination Date”). Upon the occurrence of an Optional Non–Default Termination Event, the Electricity Supplier may designate a EPSSA Early Termination Date. A EPSSA Early Termination Date will occur automatically upon the occurrence of an Automatic Non-Default Termination Event.

If an Electricity Delivery Termination Date occurs, the Delivery Period for Electricity under the Electricity Purchase, Sale and Service Agreement will end and the obligations of the parties to deliver and receive Electricity will terminate.

SECURITY
GSG has provided to the Electricity Supplier the EPSSA Guaranty, which guarantees J. Aron’s payment obligations under the Electricity Purchase, Sale and Service Agreement. None of CCCFA, the Trustee nor the Bondholders have rights to enforce the EPSSA Guaranty.

THE FUNDING AGREEMENT
[To be revised when funding recipient determined]
Set forth below is a summary of certain provisions of the Funding Agreement. This summary does not purport to be a complete description of the terms and conditions of the Funding Agreement and accordingly is qualified by reference to the full text thereof.

AMOUNT AND TERM
[Upon its receipt of the prepayment amount under the Master Power Supply Agreement, the Electricity Supplier will pay a specified amount to the Funding Recipient under the Funding Agreement, and the Funding Recipient will be obligated to pay the scheduled monthly amounts (the “Scheduled Withdrawal Amounts”) and the Final Payment Amount (defined below) to the Electricity Supplier. [The term of the Funding Agreement will end on the earlier of (i) the Final Maturity Date, which is the second business day preceding the Mandatory Purchase Date of the Bonds, (ii) if CCCFA exercises its option to call the Bonds as described under “THE BONDS – REDEMPTION – Optional Redemption” the business day preceding the optional redemption date of the Bonds, or (iii) if an Investment Termination Event (described below) occurs or is designated, the applicable Early Termination Payment Date under the Master Power Supply Agreement.]
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SCHEDULED WITHDRAWAL AMOUNTS
The Scheduled Withdrawal Amounts include scheduled monthly payments and the Final Payment Amount on the Final Maturity Date. The Scheduled Withdrawal Amounts provide amounts sufficient to enable the Electricity Provider to meet its monthly payment obligations under the Electricity Purchase, Sale and Service Agreement (net of payments or receipts under the Electricity Supplier Commodity Swap, if active).

FUNDING RECIPIENT DEFAULTS
Each of the following events constitutes an event of default under the Funding Agreement (each, a “Funding Recipient Default”):
(a) the failure of the Funding Recipient to pay a Scheduled Withdrawal Amount when due under the Funding Agreement if such failure is not remedied on or before the 30th day after written notice of such failure is given to the Funding Recipient by the Electricity Supplier or CCCFA; or (b) the Funding Recipient [or the Funding Recipient Guarantor] (i) admits its inability to, or its intention not to, perform any of its obligations under the Funding Agreement, or (ii) (A) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (B) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as them become due; (C) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (D) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (1) results in a judgment of insolvency or bankruptcy or the entry of an order of relief or the making of an order for its winding-up or liquidation; or (2) is not dismissed, discharged, stayed or restrained, in each case within 60 days of the institution or presentation thereof; (E)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (F) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or substantially all of its assets; (G) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (H) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (A) through (G); or (I) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

ACCELERATION OPTIONS
The Funding Recipient has the right (the “Funding Recipient Acceleration Option”), but no obligation, to elect to terminate the Funding Agreement at any time after the designation of an Electricity Delivery Termination Date under the Master Power Supply Agreement. The Funding Recipient is required to provide notice of its exercise of the Funding Recipient Acceleration Option at least five business days prior to the end of the calendar month preceding the calendar month (or such shorter period accepted by the Electricity Supplier in its sole discretion) in which the resulting Early Termination Payment Date will occur.

The effective date of any termination of the Funding Agreement that results form the exercise of the Funding Recipient Acceleration Option may not be earlier than _______, 20___. 62 4887-2403-4346v5/024575-0058
The Electricity Supplier may elect to terminate the Funding Agreement (the “Electricity Supplier Acceleration Option”) at any time after the designation of an Electricity Delivery Termination Date due to the occurrence of a Ledger Event under the Master Power Supply Agreement. The Electricity Supplier is required to provide notice of its exercise of the Electricity Supplier Acceleration Option by the last day of the calendar month preceding the calendar month in which the resulting Early Termination Payment Date will occur.

FINAL PAYMENT AMOUNT
Upon (a) the occurrence and continuance of a Funding Recipient Default, (b) the exercise by the Funding Recipient of the Funding Recipient Acceleration Option or (c) the exercise by the Electricity Supplier of the Electricity Supplier Acceleration Option, the Electricity Supplier has the right to require the Funding Recipient to pay a scheduled liquidation amount (the “Final Payment Amount”) on the related Early Termination Payment Date under the Master Power Supply Agreement. The Electricity Supplier is required to give notice to the Funding Recipient by the last date of the calendar month preceding the calendar month in which the Early Termination Payment Date will occur.

The Funding Agreement will terminate upon the Funding Recipient’s payment of the Final Payment Amount.

SECURITY
The Funding Agreement is an unsecured obligation of the Funding Recipient. [The payment obligations of the Funding Recipient under the Funding Agreement are unconditionally guaranteed by the Funding Recipient Guarantor under the Funding Recipient Guarantee.]

THE MASTER ELECTRICITY SUPPLIER CUSTODIAL AGREEMENT
Set forth below is a summary of certain provisions of the Master Electricity Supplier Custodial Agreement. This summary does not purport to be a complete description of the terms and conditions of the Master Electricity Supplier Custodial Agreement and accordingly is qualified by reference to the full text thereof.

Master Electricity Supplier Custodial Agreement. The Electricity Supplier, J. Aron, CCCFA and The Bank of New York Mellon Trust Company, N.A., as custodian (in such capacity, the “Master Custodian”), will enter into a SPE Master Custodial Agreement (the “Master Electricity Supplier Custodial Agreement”) to administer:
(a) the amounts payable to the Electricity Supplier under (i) the Funding Agreement, (ii) the Electricity Purchase, Sale and Service Agreement, (iii) the Master Power Supply Agreement, (iv) the Electricity Supplier Commodity Swap and (v) the J. Aron Subordinated Loan (defined below), and
(b) the Funding Agreement and the amounts payable by the Electricity Supplier under (i) the Master Power Supply Agreement, (ii) the Electricity Purchase, Sale and Service Agreement, (iii) the Electricity Supplier Commodity Swap and (iv) the J. Aron Subordinated Loan.

The Master Electricity Supplier Custodial Agreement establishes a revenue account (the “Electricity Supplier Revenue Account”), a capital account (the “Electricity Supplier Capital Account”) and a PPA payments account (the “Electricity Supplier PPA Payments Account”) with the Master Custodian. The amounts payable to the Electricity Supplier under Funding Agreement, the Electricity 63 4887-2403-4346v5/024575-0058
Purchase, Sale and Service Agreement, the Master Power Supply Agreement and the Electricity Supplier Commodity Swap are to be paid directly into the Electricity Supplier Revenue Account.

Under the Master Electricity Supplier Custodial Agreement, the Master Custodian will, to the extent of the amounts on deposit in the Electricity Supplier Revenue Account, make monthly transfers for the payment of amounts due by the Electricity Supplier under the Electricity Supplier Commodity Swaps, the Master Power Supply Agreement and the Electricity Purchase, Sale and Service Agreement. Following these monthly transfers, any remaining funds in the Electricity Supplier Revenue Account are transferred to the Electricity Supplier Capital Account. Pending their application, the amounts in the Electricity Supplier Revenue Account are held in trust for the benefit of the Electricity Supplier.

The Electricity Supplier Capital Account and the Electricity Supplier PPA Payments Account will be initially funded by J. Aron with a cash equity contribution, an initial subordinated term loan made by J. Aron to the Electricity Supplier not later than the Initial Issue Date, and if required, an additional contingent loan that together equal at least three percent of the outstanding (unamortized) amount of the prepayment under the Master Power Supply Agreement (approximately $_________* as of the Initial Issue Date). From these sources, an amount equal to $_________will be deposited in the Electricity Supplier PPA Payments Account and the remaining amount will be deposited in the Electricity Supplier Capital Account. Under the Master Electricity Supplier Custodial Agreement, (a) the amounts in the Electricity Supplier PPA Payments Account may be in invested only in Qualified Investment (as defined in the Indenture); and (b) the amounts in the Electricity Supplier Capital Account may be invested only in: direct obligations of the U.S. Treasury or obligations unconditionally guaranteed by the United States, in either case with a maturity of two years or less; certain certificates of deposit and demand deposits; and certain money market funds.

Amounts on deposit in the Electricity Supplier PPA Payments Account shall be transferred promptly by the Master Custodian to pay any amounts due from the Electricity Supplier under the Master Power Supply Agreement to reimburse CCCFA for any amounts owed by CCCFA to the Project Participant under the Clean Energy Purchase Contract to the extent J. Aron fails to pay when due any amount owed by J. Aron to a PPA Seller in respect of Assigned Rights and Obligations and the Project Participant makes a payment for such amounts to the PPA Seller. Upon notice from the Electricity Supplier that either the Early Termination Payment Date or the Final Maturity Date has occurred and no further payment are due in respect of the amounts described in the preceding sentence, the Master Custodian shall transfer promptly all amounts remaining in the Electricity Supplier PPA Payments Account to the Electricity Supplier Capital Account.

Amounts on deposit in the Electricity Supplier Capital Account, which include the initial deposit described above and the proceeds of any contingent term loan made by J. Aron, shall be withdrawn by the Master Custodian pursuant to instructions provided by the Electricity Supplier and applied to: (a) first to meet the Electricity Supplier’s collateral posting obligations under the credit support annex to the Electricity Supplier Commodity Swap; and (b) second to make up any deficiency of the amounts on deposit in the Electricity Supplier Revenue Account for the purposes described above. The Master Custodian shall have a lien, security interest and right of set-off with respect to the Electricity Supplier Capital Account for the payment of any claim by the Master Custodian for compensation, reimbursement or indemnity under the Master Electricity Supplier Custodial Agreement. The Electricity Supplier’s repayment obligations under the J. Aron Subordinated Loan are subordinate to the Electricity Supplier’s obligations under the Electricity Supplier Commodity Swaps, the Master Power Supply Agreement and the Electricity Purchase, Sale and Service Agreement.
* Preliminary, subject to change.
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The Master Custodian shall only withdraw amounts on deposit in the Electricity Supplier Capital Account for payment of principal and interest on the J. Aron Subordinated Loan to the extent that:
(a) the “Electricity Supplier Capital Amount” (defined below) exceed the greater of (i) three percent of the outstanding (unamortized) amount of the prepayment under the Master Power Supply Agreement, and (ii) $4,000,000 after the monthly payments from the Electricity Supplier Revenue Account and the Electricity Supplier Capital Account described above; and (b) (i) the Electricity Supplier Capital Amount exceeds the Debt Service Reserve Requirement plus the Minimum Amount, or (ii) a Rating Confirmation is to permit a withdrawal from the Electricity Supplier Capital Account;
Provided that the Master Custodian shall not be required to transfer any amount from the Electricity Supplier Capital Account for the monthly payment of principal and interest on the J. Aron Subordinated Loan if the remaining balance in the Electricity Supplier Capital Account following such transfer will be less than $4,000,000. “Electricity Supplier Capital Amount” means, at any time, the sum of (x) amounts then on deposit in the Prepay LLC Capital Account, (y) amounts then on deposit in the Prepay LLC PPA Payments Account, plus (z) all committed amounts then available for Prepay LLC to draw under the J.

Aron Subordinated Loan, as notified by Prepay LLC to the SPE Custodian from time to time.

The Master Custodian shall have a lien, security interest and right of set-off for the payment of any claim by the Master Custodian for compensation, reimbursement or indemnity under the Master Custodial Agreement.

GSG, J. ARON AND THE ELECTRICITY SUPPLIER
Set forth below is certain information regarding GSG, J. Aron and the Electricity Supplier that has been obtained from such persons and other sources believed to be reliable. CCCFA assumes no responsibility for such information and cannot guarantee the accuracy thereof. Under no circumstance is the Electricity Supplier, J. Aron or GSG obligated to pay any amounts owed in respect of the Bonds.

GSG
GSG, together with its consolidated subsidiaries, is a leading global financial institution that delivers a broad range of financial services across investment banking, securities, investment management and consumer banking to a large and diversified client base that includes corporations, financial institutions, governments and individuals. Founded in 1869, the firm is headquartered in New York and maintains offices in all major financial centers around the world.

GSG is a public company that is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files reports, proxy statements and other information, including financial reports, with the United States Securities and Exchange Commission (the “SEC”). For further information concerning GSG and J. Aron, see
• GSG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021; • GSG’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2022 and June 30, 2022;
• GSG’s Current Reports on Form 8-K (i) dated and filed on January 18, 2022, (ii) dated and filed on January 18, 2022, (iii) dated and filed on January 24, 2022, (iv) dated and filed on January 28, 2022, (v) dated and filed on February 17, 2022, (vi) dated and filed on March 15, 65 4887-2403-4346v5/024575-0058
2022, (vii) dated and filed on March 21, 2022, (viii) dated and filed on March 28, 2022, (ix) dated and filed on April 14, 2022, (x) dated and filed on April 29, 2022 (two filings), (xi) dated and filed on June 13, 2022, (xii) dated and filed on June 27, 2022, (xiii) dated and filed on July 18, 2022; (xiv) dated and filed on August 23, 2022, and (xv) dated and filed on September 22, 2022; and
• All documents filed by GSG under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 on or after the date of this Official Statement and prior to the date of the issuance of the Bonds.

These reports and other information are available for review at http://www.sec.gov, an internet site maintained by the SEC.

The senior unsecured long-term debt of GSG is rated “A” (stable outlook) by Fitch, “A2” (stable outlook) by Moody’s and “BBB+” (stable outlook) by S&P.

GSG has provided to the Electricity Supplier a guarantee of J. Aron’s payment obligations under the Electricity Purchase, Sale and Service Agreement (the “EPSSA Guaranty”). None of CCCFA, the Trustee nor the Bondholders have rights to enforce the EPSSA Guaranty.

J. ARON
J. Aron, a participant in the commodities business for over 100 years, was acquired in 1981 by Goldman Sachs, and is the entity through which Goldman Sachs participates in Electricity markets. J. Aron is a registered swap dealer and market-maker for a wide array of commodity derivative contracts including Electricity.

J. Aron has market based rate authority from the FERC for energy, capacity and ancillary services sales at market-based rates. Since 2006, J. Aron has executed [twenty-six] commodity prepayment transactions with municipal utilities and joint action agencies. Since 2018, J. Aron has enabled more than 1,500 MWs of renewable offtake transactions.

THE ELECTRICITY SUPPLIER
Organization. The Electricity Supplier is a Delaware limited liability company organized for the sole purpose of entering into the transactions on its part with respect to the Clean Energy Project described herein. J. Aron is the sole member of the Electricity Supplier, and has funded the Electricity Supplier with the cash equity contribution, the initial subordinated loan, and a contingent subordinated loan described above (the “J. Aron Subordinated Loan”).

The Electricity Supplier is governed by a three-member board of directors. One director is appointed by J. Aron, one director is appointed by CCCFA, and the third director is an independent director appointed by J. Aron. The directors have appointed J. Aron as the manager of the Electricity Supplier.

The director appointed by CCCFA has the sole consent rights with respect to certain matters, including: the designation of a EPSSA Early Termination Date under the Electricity Purchase, Sale and Service Agreement; the designation of an Electricity Delivery Termination Date under the Master Power Supply Agreement due to the occurrence of a Ledger Event; the extension and enforcement of the Funding Agreement or the entry into a replacement thereto with a replacement Qualified Funding Recipient; under certain circumstances, the removal and replacement of J. Aron as manager; the appointment of a third-party Electricity Remarketing agent under the Master Power Supply Agreement in the event that there are private business use sales or non-qualified sales of Electricity that are not remediated within twelve months; the 66 4887-2403-4346v5/024575-0058
removal and replacement of the Master Custodian; and certain determinations with respect to Reset Periods under the Re-Pricing Agreement. CCCFA covenants in the Indenture that, in any vote that comes before the board of directors of the Electricity Supplier regarding the Electricity Supplier Documents, it will instruct the CCCFA-appointed director to exercise its voting rights in favor of (a) the Electricity Supplier (i) observing and performing its obligations under the Master Power Supply Agreement and (ii) enforcing the provisions of the other Electricity Supplier Documents against the counterparties thereto, and (b) not permitting any assignment, rescission, amendment or waiver to or of the Electricity Supplier Documents which will in any manner materially impair or materially adversely affect the rights of CCCFA thereunder or the rights or security of the Bondholders under the Indenture.

The director appointed by J. Aron has sole consent rights with respect to other matters, including (a) the designation of an Electricity Delivery Termination Date under the Master Power Supply Agreement due to a termination of the CCCFA Commodity Swap, and (b) the termination or replacement of the Electricity Supplier Commodity Swap.

The independent director is required to consider only the interests of the Electricity Supplier and its creditors in acting or voting on certain material actions that require the unanimous consent of the directors. No resignation or removal of the independent director will be effective until a successor independent director has been appointed.

FERC Application. The Electricity Supplier has filed an application with the FERC for market based rate authority for energy, capacity and ancillary services sales at market-based rates. _____________________
Under no circumstance is the Electricity Supplier, J. Aron or GSG obligated to pay any amounts owed in respect of the Bonds.

THE CLEAN ENERGY PURCHASE CONTRACT
Set forth below is a summary of certain provisions of the Clean Energy Purchase Contract during the Delivery Period. This summary does not purport to be a complete description of the terms and conditions of the Clean Energy Purchase Contract and is qualified by reference to the full text of the Clean Energy Purchase Contract.

SALE AND PURCHASE
Under the Clean Energy Purchase Contract, CCCFA has agreed to sell and deliver or cause to be delivered to the Project Participant, and the Project Participant has agreed to purchase and receive from CCCFA quantities of Electricity at the times set forth therein, which Electricity shall be comprised of Assigned Electricity delivered to J. Aron pursuant to the Assignment Agreements, and the Base Quantities, if any. Notwithstanding anything to the contrary in the Clean Energy Purchase Contract, the Project Participant is not required to purchase and receive or take any Base Quantities under the Clean Energy Purchase Contract, and CCCFA has agreed to cause the Electricity Supplier to remarket any Base Quantities that otherwise would be delivered under the Clean Energy Purchase Contract pursuant to the provisions of the Master Power Supply Agreement.

The Clean Energy Purchase Contract will remain in full force and effect for a primary term ending at the end of the Delivery Period under the Master Power Supply Agreement; provided, however, that if the Delivery Period under the Master Power Supply Agreement is terminated, the Clean Energy Purchase Contract will terminate on the Electricity Delivery Termination Date, subject to the provisions thereof. 67 4887-2403-4346v5/024575-0058
For information regarding the Project Participant, see APPENDIX A.

PRICING PROVISIONS
Contract Price. Pursuant to the Clean Energy Purchase Contract, for each Month in which an EPS Energy Period is in effect at the start of such Month, the Project Participant is required to pay CCCFA the Contract Price multiplied by the Assigned Prepay Quantities actually delivered for such Month.

For any month, the lesser of (i) the total quantity of Assigned Electricity (in MWh) delivered under the Clean Energy Purchase Contract in such month and (ii) the aggregate Assigned Prepay Quantities for such month, is referred to as “Assigned Discounted Energy.” With respect to Assigned Discounted Energy, the Contract Price is (A) the applicable APC Contract Price(s) multiplied by (B) the result of 100% less the Monthly Discount Percentage.

For any month, the amount, if any, by which (i) the total quantity of Assigned Electricity (in MWh) delivered under the Clean Energy Purchase Contract in such month exceeds (ii) the aggregate Assigned Discounted Energy for such month, together with any associated assigned RECs, is referred to as “Assigned PAYGO Electricity.” With respect to Assigned PAYGO Electricity, the Contract Price is the APC Contract Price(s), provided that Assigned PAYGO Electricity may be subject to an aggregate discount in a month in accordance with the Clean Energy Purchase Contract.

With respect to Base Quantities, the Contract Price under the Clean Energy Purchase Contract means, for any delivery hour, the (a) the Day-Ahead Market Price for such hour at the Base Delivery Point, less (b) the product of a fixed price (in MWh) paid to the Electricity Supplier by CCCFA for increased Base Quantities under the Master Power Supply Agreement, multiplied by the Monthly Discount Percentage.

The Project Participant is not required to purchase and receive any Base Quantities under the Clean Energy Purchase Contract. If Base Quantities are to be delivered pursuant to the Master Power Supply Agreement, the Electricity Supplier will remarket all such Base Quantities that would have otherwise been delivered as described under “THE MASTER POWER SUPPLY AGREEMENT – ELECTRICITY REMARKETING.”

ASSIGNMENT OF POWER PURCHASE AGREEMENTS
General. The Project Participant expects to assign, pursuant to limited assignment agreements, [three] power purchase agreements to J. Aron for delivery beginning _________ 1, 20__.

Commencing one year prior to the expiration of any EPS Energy Period, or otherwise immediately upon the early termination or anticipated early termination of an EPS Energy Period or failure to assign any portion of the Initial Assigned Rights and Obligations, the Project Participant is required to exercise Commercially Reasonable Efforts and cooperate with J. Aron in good faith to assign the Assigned Rights and Obligations under one or more Assigned PPAs pursuant to which the Project Participant is purchasing EPS Compliant Energy and associated attributes that may be assigned to J. Aron in accordance with the requirements set forth in the Clean Energy Purchase Contract, subject to J. Aron’s consent to any such assignment. J. Aron will be obligated to sell and deliver Assigned Electricity it receives under all Assigned Rights and Obligations to the Electricity Supplier pursuant to the Electricity Purchase, Sale and Service Agreement, and the Electricity Supplier will be obligated to deliver such Electricity to CCCFA pursuant to the Master Power Supply Agreement.

To the extent that the Project Participant, J. Aron and CCCFA have not agreed upon an assignment of Replacement Assigned Rights and Obligations by the date that is 75 days prior to the end of any EPS Energy Period or a termination of an Assignment Period has occurred and the Project Participant, J. Aron and CCCFA have not agreed upon the assignment of Replacement Assigned Rights and Obligations, then J. Aron is obligated to exercise Commercially Reasonable Efforts to obtain EPS Compliant Energy for 68 4887-2403-4346v5/024575-0058
ultimate redelivery to the Project Participant pursuant to the Clean Energy Purchase Contract, subject to the terms and conditions set forth in the Clean Energy Purchase Contract. The delivery period for such EPS Compliant Energy (any such period, a “J. Aron EPS Energy Period”) obtained during the Initial Interest Rate Period shall not exceed the length of the Initial Interest Rate Period.

Failure to Obtain EPS Compliant Energy. To the extent an EPS Energy Period terminates or expires and the Project Participant and J. Aron have been unable to obtain EPS Compliant Energy for delivery, then the Electricity Supplier shall remarket the Base Quantities pursuant to the Master Power Supply Agreement, the obligations of the Project Participant and J. Aron described under this heading shall continue to apply and the Project Participant may not make any new commitment to purchase Priority Electricity during such a remarketing.

As described herein, the Project Participant is not required to purchase and receive or take any Base Quantities, and the Electricity Supplier will remarket any Base Quantities that otherwise would be delivered under the Clean Energy Purchase Contract.

Adjustments to Base Quantities. Base Quantity Reductions under the Clean Energy Purchase Contract have been calculated to reflect the expected Initial Assigned Rights and Obligations using the same methodology that would apply to determine Base Quantity Reductions in connection with the assignment of Replacement Assigned Rights and Obligations. Upon the termination or expiration of an EPS Energy Period, the Base Quantity Reductions will be revised as described under the heading “THE MASTER POWER SUPPLY AGREEMENT – ASSIGNMENT OF POWER PURCHASE AGREEMENTS – Adjustments to Base Quantities.”
Monthly Statements With Respect to Assigned PPAs. In accordance with the PPA Payment Custodial Agreement, no later than seven days following receipt of an invoice from a PPA Seller in respect of any Month in an Assignment Period, the Project Participant is required to deliver a statement (the “Monthly Statement”) showing the respective amounts owed with respect to all Assigned Electricity delivered, including the J. Aron Prepay Payment and the Pioneer Net Payment.

J. Aron Non-Payment to PPA Seller. To the extent that J. Aron fails to pay when due any J. Aron Prepay Payment with respect to Assigned Electricity pursuant to any Assigned Rights and Obligations, and the Project Participant makes such payment to the applicable PPA Seller, CCCFA shall pay such amount to the Project Participant.

BILLING AND PAYMENT
Not later than the ____ day of each month during the Delivery Period and the first month following the end of the Delivery Period (the “Billing Date”), CCCFA must provide a monthly billing statement (a “Billing Statement”) to the Project Participant indicating (i) the total amount due to CCCFA for Electricity delivered in the prior month, (ii) any other amounts due to CCCFA or the Project Participant in connection with the Clean Energy Purchase Contract with respect to the prior months, and (iii) the net amount due to CCCFA or the Project Participant; provided that the Electricity Supplier’s delivery of a Billing Statement to CCCFA or the Project Participant pursuant to the Master Power Supply Agreement shall be deemed to satisfy CCCFA’s obligation to deliver a Billing Statement under the Clean Energy Purchase Contract. The due date for payment by the Project Participant will be (i) the 23rd day of the month following the month of delivery or (ii) the 10th day following the Project Participant’s receipt of the Billing Statement (or if either of such days is not a business day, the preceding business day). If the Billing Statement indicates an amount due from CCCFA, then the due date for payment by CCCFA will be the 28th day of the month following the most recent month to which such Billing Statement relates, or if such day is not a business day, the following business day. If the Project Participant disputes the appropriateness of any charge or calculation in any billing statement, the Project Participant, within the time provided for payment, must 69 4887-2403-4346v5/024575-0058
notify CCCFA of the existence of and basis for such dispute and must pay all amounts billed by CCCFA, including any amounts in dispute. If it is ultimately determined that the Project Participant did not owe the disputed amount, CCCFA must pay the Project Participant the disputed amount plus interest.

ANNUAL REFUNDS
CCCFA has agreed to provide an annual refund, if any, to the Project Participant from amounts available for distribution pursuant to the Indenture, which amount shall be credited to the next amount due from the Project Participant following the release of funds to CCCFA under the terms of the Indenture. In determining the amount of such refund, if any, CCCFA may reserve such funds(i) as may be required under the terms of the Indenture or (ii) with the prior written consent of the Project Participant, (a) to fund or maintain the Minimum Discount Percentage for any future Reset Period, (b) to fund or maintain any rate stabilization or working capital reserve, (c) to reserve or account for unfunded liabilities and expenses, or (d) for other costs of the Clean Energy Project.

COVENANTS OF THE PROJECT PARTICIPANT
Operating Expense. The Project Participant covenants (a) to make the payments on its part due under the Clean Energy Purchase Contract from the revenues of its electric utility system, and only from such revenues, as an item of operating expenses and a cost of purchased Electricity and (b) that in any future bond issue, swap, or other financial transaction undertaken in connection with its electric system, it will not pledge or encumber its revenues through a gross revenue pledge or in any other way which creates a prior or superior obligation to its obligation to make payments under the Clean Energy Purchase Contract.

Maintenance of Rates and Charges. The Project Participant has covenanted and agreed that it will establish, maintain, and collect rates and charges for its electric system so as to provide revenues sufficient, together with all available electric system revenues, to enable it to pay to CCCFA all amounts payable under its Clean Energy Purchase Contract, and to pay all other amounts payable from the revenues of the Project Participant’s electric system, and to maintain required reserves.

Qualifying Use. The Project Participant has agreed that it will (a) provide such information with respect to its community choice aggregation program as may be requested by CCCFA in order to establish the tax-exempt status of the Bonds, and (b) act in accordance with such written instructions as tax counsel to CCCFA may provide from time to time that are reasonably necessary to enable CCCFA to maintain the tax-exempt status of interest on the Bonds. Without limiting the foregoing, the Project Participant has further agreed to use the Electricity purchased under the Clean Energy Purchase Contract (a) in a “qualifying use” as defined in the applicable U.S. Treasury Regulation, (b) in a manner that will not result in any private business use of that Electricity within the meaning of Section 141 of the Code, and (c) consistent with its Federal Tax Certificate (collectively, the “Qualifying Use Requirements”).

In the event that the Project Participant remarkets the Electricity it receives under the Clean Energy Purchase Contract in a manner that does not comply with the Qualifying Use Requirements due to fluctuations in its commodity needs, the Project Participant agrees to exercise commercially reasonable efforts to use the proceeds of such remarketing to purchase Electricity (other than Priority Electricity, which are described below) for use in compliance with such Requirements. The Project Participant further agrees to provide quarterly reports to CCCFA with respect to the quantity of proceeds from sales of Electricity that were sold in a transaction that does not comply with the Qualifying Use Requirements and that have not been remediated by applying such proceeds to purchase Electricity that are used in compliance with the Qualifying Use Requirements. The amount of any such unremediated proceeds will be entered on the ledger system maintained by J. Aron under the Electricity Purchase, Sale and Service Agreement. 70 4887-2403-4346v5/024575-0058
Priority Electricity. The Project Participant agrees to purchase and receive the Base Quantities and Assigned Quantities to be delivered under the Clean Energy Purchase Contract (a) in priority over and in preference to all other Electricity available to it that are not Priority Electricity; and (b) on at least a pari passu and non-discriminatory basis with other Priority Electricity. For purposes of this covenant and during the Delivery Period, “Priority Electricity” means Base Quantities and Assigned Quantities that (a) the Project Participant is obligated to take under a long-term agreement, which Electricity either has been purchased by the Project Participant or a joint action agency pursuant to a long-term prepaid power purchase agreement using the proceeds of tax-exempt bonds, notis or other obligations, or (b) with respect to Energy, Energy that is generated using capacity that was constructed using the proceeds of tax-exempt bonds, notes, or other obligations.

DELIVERY POINTS; TITLE AND RISK OF LOSS
Assigned Electricity. Assigned Electricity delivered under the Clean Energy Purchase Contract shall be Scheduled for delivery to and receipt at the applicable Assigned Delivery Point specified in the applicable Assignment Schedule. All other Assigned Electricity will be delivered pursuant to the terms of the applicable Assignment Agreement. Scheduling and transmission of Assigned Electricity shall be in accordance with the applicable Assignment Schedule.

Title. Title to and risk of loss of the Energy delivered under the Clean Energy Purchase Contract shall pass from the CCCFA to the Project Participant at the applicable Delivery Point. The transfer of title and risk of loss for Assigned Electricity shall be in accordance with the applicable Assignment Agreement.

FAILURE TO PERFORM
To the extent that the Assigned Prepay Quantities of Electricity are not delivered to the Project Participant in any month for any reason other than Force Majeure, the remarketing provisions of the Master Power Sales Agreement will apply. See “THE MASTER POWER SALES AGREEMENT – Electricity Remarketing.”
Neither the Project Participant nor CCCFA has any liability to one another for any failure to Schedule, take or deliver Assigned Electricity, except as described in this section under the subheadings “– SALE AND PURCHASE” and “– PRICING PROVISIONS.” See also “ – ASSIGNMENT OF POWER PURCHASE AGREEMENTS” in this section.

REMARKETING OF ENERGY
In the event a quantity of Assigned Electricity less than the Assigned Prepay Quantities is delivered in any Month (for any reason other than Force Majeure events), the Project Participant will be deemed to have requested for the Energy Supplier to remarket the portion of the Assigned Electricity not delivered.

Any such remarketing will be treated as a purchase by the Energy Supplier for its own account and will constitute a private business use sale.

In the event the Project Participant does not require all or any portion of the Assigned Prepay Quantities delivered to meet its requirements for Energy for any hour that it is obligated to purchase under its Clean Energy Purchase Contract as a result of (i) insufficient demand by its retail customers, or (ii) a change in Law, the Project Participant may request that the Electricity Supplier sell such portion of the Assigned Electricity to (a) another Municipal Utility or (b) if necessary, another purchaser. If the Project Participant makes such a request, the Electricity Supplier has the right to terminate the Assignment Period applicable to such Assigned Quantities and remarket Base Quantities. 71 4887-2403-4346v5/024575-0058
Under the Clean Energy Purchase Contract, the Project Participant is not required to purchase and receive any Base Quantities and has no payment obligations with respect thereto, and CCCFA will cause all Base Quantities that would otherwise be delivered under the Clean Energy Purchase Contract to be remarketed.

CCCFA arranges for sales through the Electricity Supplier in accordance with the remarketing provisions and procedures set forth in the Master Power Supply Agreement. See “THE MASTER POWER SUPPLY AGREEMENT – ELECTRICITY REMARKETING” and “THE ELECTRICITY PURCHASE, SALE AND SERVICE AGREEMENT – J. ARON AS AGENT – Electricity Remarketing.”

FORCE MAJEURE
Either party will be excused from the performance of its obligations under the Clean Energy Purchase Contract to the extent such failure was caused by an event of Force Majeure (as defined in APPENDIX C), other than its obligation to make payments under the Clean Energy Purchase Contract then due or becoming due with respect to performance prior to the Force Majeure.

DEFAULT
Each of the following is a default under the Clean Energy Purchase Contract:
(a) Any representation or warranty made by a party in the Clean Energy Purchase Contract shall prove to have been incorrect in any material respect when made; and (b) A party fails to perform, observe or comply with any covenant, agreement or term contained in the Clean Energy Purchase Contract, and such failure continues for more than 30 days following the receipt of written notice thereof.

In addition, each of the following is a default by the Project Participant under the Clean Energy Purchase Contract:
(a) Failure by the Project Participant to pay when due any amounts owed to CCCFA under the Clean Energy Purchase Contract, subject to certain grace periods; (b) The insolvency or bankruptcy of the Project Participant; and (c) The Project Participant fails to establish, maintain, or collect rates or charges adequate to provide revenues sufficient to enable the Project Participant to pay all amounts due to CCCFA under the Clean Energy Purchase Contract, and such failure continues for more than 30 days following the earlier receipt of written notice thereof.

Upon the occurrence of a default by the Project Participant described in (b) above, the Clean Energy Purchase Contract will automatically terminate and all amounts due to the non-defaulting party will be immediately due and payable. Upon the occurrence of the other defaults described above, the non-defaulting party may terminate the Clean Energy Purchase Contract and/or declare all amounts due to it to be immediately due and payable. During the existence of a default, the non-defaulting party may exercise all other rights and remedies available to it at law or in equity, including without limitation mandamus, injunction and action for specific performance, to enforce any covenant, agreement or term of the Clean Energy Purchase Contract.

In addition to the remedies described above, during the existence of any default by the Project Participant, CCCFA may suspend its performance under the Clean Energy Purchase Contract and 72 4887-2403-4346v5/024575-0058
discontinue the supply of all or any portion of the Electricity otherwise to be delivered to the Project Participant under the Clean Energy Purchase Contract.

If CCCFA exercises its right to suspend Electricity deliveries to the Project Participant, such service may only be reinstated, as determined by CCCFA, upon (a) payment in full by the Project Participant of all amounts then due and payable under its Clean Energy Purchase Contract and (b) unless otherwise agreed to by CCCFA, payment in advance by the Project Participant at the beginning of each month (for such time period as CCCFA deems appropriate) of amounts estimated by CCCFA to be due from the Project Participant for the future delivery of Electricity for such month. If the Project Participant fails to accept the Electricity tendered, CCCFA has the right to sell the Electricity to third parties.

In the event of any default, the non-defaulting party may bring any suit, action, or proceeding at law or in equity, including without limitation mandamus, injunction, and action for specific performance.

ASSIGNMENT
The provisions of the Clean Energy Purchase Contract are binding on the successors and assigns of such contract. Neither party may assign the Clean Energy Purchase Contract to another party without the prior written consent of the other party, except that CCCFA may assign its interests to secure its obligations under the Indenture. Prior to assigning all or any part of its interest in the Clean Energy Purchase Contract, the Project Participant is required to deliver to CCCFA a Rating Confirmation from each rating agency then rating the Bonds. Any applicable Assignment Agreement will terminate concurrent with the assignment of the Clean Energy Purchase Contract.

PROJECT PARTICIPANT CREDIT ENHANCEMENT
Upon the failure of the Project Participant to make a payment under the Clean Energy Purchase Contract, the Trustee shall, on the last business day of the month, withdraw from the Debt Service Reserve Account and deposit into the Debt Service Account an amount equal to any deficiency that exists therein as a result of such nonpayment. The Debt Service Reserve Requirement is approximately equal to the two largest months of the maximum monthly Scheduled Debt Service Deposit during the Initial Interest Rate Period. Upon such a transfer, the Trustee will notify the Electricity Supplier to remarket Electricity, and the Electricity Supplier will then have the option, but not the requirement, to purchase Receivables from CCCFA.

Upon the final maturity of the Bonds or the occurrence of an Early Termination Payment Date under the Master Power Supply Agreement, the Trustee will put to the Electricity Supplier sufficient receivables, which the Electricity Supplier is required to purchase, to ensure the amounts in the Debt Service Reserve Account equal the Debt Service Reserve Requirement and the amounts in the Commodity Reserve Account equal the Minimum Amount. Pursuant to the Electricity Purchase, Sale and Service Agreement, J. Aron has undertaken these obligations of the Electricity Supplier. The provisions described in this paragraph are collectively referred to herein as “Project Participant Credit Enhancement.”

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY

GENERAL
CCCFA is a joint powers authority formed pursuant to the Act and the joint powers agreement (“the JPA Agreement”) made among those public agencies which are its members. CCCFA was incorporated and organized in 2021. As of the date of this Official Statement the members of CCCFA are the Project Participant, Pioneer Community Energy, which joined CCFA as an Associate Member in [August] 2022, and Central Coast Community Energy, Clean Power Alliance of Southern California, East Bay Community 73 4887-2403-4346v5/024575-0058
Energy Authority, Marin Clean Energy and Silicon Valley Clean Energy Authority (each, a “Founding Member” and, together with any additional members which may later be added as parties to the JPA Agreement, a “Member”).

Each Member is a community choice aggregator, and a public agency as defined in the Act, which operates a community choice aggregation program with the authority to group retail electricity customers to solicit bids, broker, and contract for electricity and energy services for those customers, and to enter into agreements for services to facilitate the sale and purchase of electricity and other related services, and to study, promote, develop, conduct, operate and manage energy-related programs.

CCCFA was formed for, among other purposes, the purpose of financing energy prepayments which can be financed with tax advantaged bonds for the benefit of its Members.

POWERS AND AUTHORITY
Under the provisions of the Act, CCCFA has all of the powers common to the Members, and any and all power in connection with the financing or refinancing of energy prepayments that can be financed with tax advantaged bonds and other obligations, including: (i) the purchase and sale of electric energy and associated capacity and environmental attributes, (ii) the design, acquisition, maintenance, or operation of any Public Capital Improvement (as defined in the Act) or other facility or improvement, or the leasing thereof, (iii) the provision of working capital, and (iv) any other project, program, public capital improvement or purpose authorized by the Act or other law to be undertaken, financed, or refinanced by CCCFA, in connection with the financing or refinancing of energy prepayments that can be financed with tax advantaged bonds and other obligations (a “Prepayment Project”). CCCFA shall have the power to issue, incur, sell and deliver bonds in accordance with the provisions of the Act and other applicable laws for the purpose of acquiring, undertaking, financing, or refinancing one or more Prepayment Projects.

Under the provisions of the JPA Agreement and the Act, CCCFA has (among others) the following powers:
(a) to acquire, purchase, finance, operate, maintain, utilize and/or dispose of one or more Prepayment Projects and any facilities, programs or other authorized costs relating thereto; (b) to make and enter contracts (including without limitation interest rate, commodity, basis and similar hedging contracts intended to hedge payment, rate, cost or similar exposure); (c) to employ agents and employees;
(d) to acquire, manage, maintain or operate any building, works or improvements; (e) to acquire, hold, lease or dispose of property;
(f) to incur debts (including without limitation through the issuance or incurrence of bonds), liabilities or obligations (which shall not constitute debts, liabilities, or obligations of any of the Members); (g) to sue and be sued in its own name;
(h) to receive gifts, contributions and donations of real or personal property, funds, services and other forms of assistance from any source;
(i) to receive, collect, invest and disburse moneys;
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(j) to apply for, accept, and receive all licenses, permits, grants, loans or other aids from any federal, state, or local public agency;
(k) to make and enter into service agreements relating to the provision of services necessary to plan, implement, operate and administer energy-related programs; (l) to defend, hold harmless, and indemnify, to the fullest extent permitted by law, each Member from any liability, claims, suits, or other actions; (m) to exercise any other power and take any other action permitted by law to accomplish the purposes of the JPA Agreement.

The JPA Agreement shall continue in full force and effect until terminated as provided in therein; provided, however, the JPA Agreement cannot be terminated while either (a) any bonds of CCCFA, including the Bonds, remain outstanding, or (b) CCCFA is the owner, lessor or lessee of any real or personal property financed from the proceeds of any bonds.

GOVERNANCE AND MANAGEMENT
Board of Directors. CCCFA is governed by a Board of Directors (the “Board”) consisting of one director for each Founding Member. The Board shall have the authority to provide for the general management and oversight of the affairs, property and business of CCCFA. The Board may appoint a part-time or full-time General Manager, and may appoint one or more part-time or full-time Assistant General Managers. The General Manager would be responsible for the day-to-day operation and management of CCCFA.

The names of the current directors of CCCFA are listed on the roster page at the front of this Official Statement.

Management. The Board has not appointed a General Manager or Assistant General Manager.

CCCFA’s current management team consists of Garth Salisbury as Treasurer-Controller and Michael Callahan as General Counsel.

CCCFA PROJECTS
CCCFA issued its initial series of bonds on September 23, 2021 to purchase prepaid electricity from Morgan Stanley Energy Structuring, L.L.C., which is delivered to its Members, East Bay Community Energy Authority and Silicon Valley Clean Energy Authority. On November 24, 2021, CCCFA issued a second series of bonds under a separate bond indenture to purchase prepaid electricity from Aron Energy Prepay 5 LLC, which is delivered to its Member, Marin Clean Energy. CCCFA issued its third series of bonds on July 12, 2022 under a separate bond indenture to purchase prepaid electricity from Morgan Stanley Energy Structuring, L.L.C., which is delivered to its Member, East Bay Community Energy Authority.

CCCFA may issue future bonds to purchase prepaid electricity supplies for sale to participating municipal utilities, with the revenues from such sales pledged to the payment of such bonds. Such revenues will not be pledged, nor may such revenues be used, to pay amounts due with respect to the Bonds.

In furtherance of its corporate and public purposes, CCCFA intends to acquire and finance supplies of electricity on a prepaid basis for sale to other community choice aggregators. CCCFA is currently developing additional Clean Energy Projects under transaction and financing structures that are expected to be generally similar to the structure of the Clean Energy Project. CCCFA can give no assurance as to the timing or terms of these projects or that they will be completed. A range of factors that are outside of the control of CCCFA, including the final negotiation of transaction documents, the approval of commodity 75 4887-2403-4346v5/024575-0058
supply contracts by the prospective project participants, changes in market prices and rates, the receipt of bond ratings, and other factors could result in these transactions not being completed.

Any additional Clean Energy Projects that may be undertaken by CCCFA will be separate and distinct transactions, and the bonds issued to finance these projects will be payable solely from the commodity sales and other revenues pledged for their payment. In no event will the Revenues and Trust Estate pledged to the payment of the Bonds be used to pay any other bonds of CCCFA.

SEPARATE OBLIGATIONS

THE BONDS, ANY FUTURE BONDS THAT MAY BE ISSUED BY CCCFA AND ANY

FUTURE CONTRACTS THAT CCCFA MAY ENTER INTO TO ACQUIRE ADDITIONAL ENERGY OR ELECTRICITY ARE AND WILL BE SEPARATE AND DISTINCT OBLIGATIONS OF CCCFA.

ANY FUTURE BONDS OR CONTRACTS WILL NOT BE SECURED BY OR PAYABLE FROM THE

REVENUES PLEDGED BY THE INDENTURE TO THE PAYMENT OF THE BONDS, AND THE

BONDS WILL NOT BE SECURED BY OR PAYABLE FROM THE REVENUES DERIVED FROM ANY FUTURE PROJECT, CLEAN ENERGY PROJECT OR CONTRACT OF CCCFA.

LIMITED LIABILITY
CCCFA DOES NOT HAVE THE POWER TO LEVY AD VALOREM PROPERTY TAXES.

ALL BONDS ISSUED BY CCCFA ARE PAYABLE SOLELY FROM THE REVENUES AND

RECEIPTS DERIVED FROM ITS ACTIVITIES PURSUANT TO ITS STATUTORY PURPOSES AND POWERS AND IN ACCORDANCE WITH THE APPLICABLE FINANCING DOCUMENTS. THE

BONDS ARE PAYABLE SOLELY FROM AND SECURED SOLELY BY THE TRUST ESTATE PLEDGED PURSUANT TO THE INDENTURE.

COMMUNITY CHOICE AGGREGATORS

GENERAL
Section 331.1 of the Public Utilities Code provides for the establishment of “community choice aggregators” (a “CCA”). A CCA may be established by any city, county, or city and county whose governing board elects to combine the loads of its residents, businesses, and municipal facilities in a community-wide electricity buyers’ program, and by any group of cities, counties, or cities and counties whose governing boards have elected to combine the loads of their programs, through the formation of a joint powers agency established under Joint Powers Act, provided in either case that the entity is not within the jurisdiction of a local publicly owned electric utility that provided electrical service as of January 1, 2003. “Local publicly owned electric utility” means a municipality or municipal corporation operating as a “public utility” and certain municipal utility districts, public utility districts, irrigation districts, or joint powers authorities that include one or more of these agencies and that owns generation or transmission facilities or furnishes electric services over its own or its members’ electric distribution systems.

COMMUNITY CHOICE SERVICE MODEL
Once a community forms or joins a CCA, the CCA is the default energy provider in that community. The CCA procures energy for customers in that community, but the investor-owned utility for that community continues to provide transmission, distribution and billing services to customers. Revenues from the sale of energy by the CCA are delivered by the investor-owned utility to the CCA as they are received over the course of the billing period.
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SERVICE CONTRACT REQUIREMENTS AND REGISTRATION WITH THE PUBLIC UTILITIES COMMISSION CCAs are required to have an operating service agreement with the applicable investor-owned utility prior to furnishing electric service to consumers within its jurisdiction. The service agreement must include performance standards that govern the business and operational relationship between the CCA and the investor-owned utility. CCAs are also required to register with the California Public Utilities Commission (the “PUC”), which may require additional information to ensure compliance with basic consumer protection rules and other procedural matters. Once notified of a CCA program, the applicable investor-owned utility is required to transfer all applicable accounts to the CCA within a 30-day period from the date of the close of the utility’s normally scheduled monthly metering and billing process.

CUSTOMER PARTICIPATION AND OPT-OUT RIGHTS
Participation in a CCA is voluntary. Each local government seeking to form or join a CCA must adopt an appropriate authorizing resolution or ordinance. When a community forms or joins a CCA, customers are given advance notice and have the choice to opt-out of the CCA program prior to or after transition to the CCA, and instead receive electricity from the applicable investor-owned utility. Customers that do not opt-out are automatically enrolled in the program. Customers have the option to opt out of the program subject to a fee.

REGULATORY COMPLIANCE
CCAs are “load-serving entities” and as such are required to comply with the renewable portfolio standards and reliability standards established by the PUC and the California Energy Commission (the “CEC”) and file integrated resource plans and other periodic reports with the PUC and the California Energy Commission.

COST RECOVERY RELATED TO TRANSFER OF CUSTOMERS TO A CCA Although investor-owned utilities do not purchase power for CCA customers, they continue to deliver the power. Investor-owned utilities also have the obligation to provide electric service to customers that opt out of CCA service as the “provider of last resort.” In order to compensate investor-owned utilities for investments in power generation and long-term power purchase contracts associated with the loss of customers to CCAs, the PUC has established a “power charge indifference adjustment” (the “PCIA”) applicable to CCA customers. The PCIA is calculated by taking the difference between (i) the “actual portfolio cost” related to utility’s power procurement (e.g., utility-owned generation and purchased power), and (ii) the “market value of the portfolio,” which is measured by the Market Price Benchmark (the “MPB”) and the megawatt hours of generation.

The MPB is based on a PUC approved methodology for calculating the current market cost of renewables and natural gas-fueled power. If the investor-owned utility’s actual portfolio cost is above-market value, the departing load customers pay their share of the difference in the form of a PCIA based on their power consumption. The amount of the PCIA applicable to a CCA customer depends on when a customer left the investor-owned utility and what the investor-owned utility’s portfolio was at the time.

Each departing load customer pays the assigned “vintage PCIA.” For example, a customer who departed in 2019 pays the “2019 vintage PCIA” which only includes the above market costs of pre-2020 vintage power procured by the investor-owned utility.

In addition to PCIA charges, CCA customers are required to pay certain other “non-bypassable departing load charges”, including a nuclear decommissioning charge, a public purpose charge and a cost allocation charge to pay for new resources needed for ongoing system reliability. 77 4887-2403-4346v5/024575-0058

THE COMMODITY SWAPS
Set forth below is a summary of certain provisions of the Commodity Swaps. This summary does not purport to be a complete description of the terms and conditions of the Commodity Swaps and accordingly is qualified by reference to the full text of the Commodity Swaps.

Payments of fixed and floating amounts under the Commodity Swaps described herein are not made until and unless the Assignment Agreements terminate, the Assigned Rights and Obligations under the Assigned PPAs revert to the Project Participant, and Base Quantities are delivered by the Electricity Supplier. Base Quantities are not expected to be delivered during the Initial Interest Rate Period, and as such, payments under the Commodity Swaps are not expected to be made during the Initial Interest Rate Period.

GENERAL
CCCFA has entered into the CCCFA Commodity Swap under which, if such Commodity Swaps become active upon the delivery of Base Quantities, CCCFA will pay a floating electricity price at a specified pricing point and will receive a fixed electricity price for notional quantities that correspond to the quantities of electricity and the related delivery point under the Master Power Supply Agreement. Under the CCCFA Commodity Swap, if active, for each calendar month that the relevant floating price of electricity at the delivery point is greater than the fixed price specified in the CCCFA Commodity Swap, CCCFA will be obligated to pay to the Commodity Swap Counterparty an amount equal to (x) the difference between the floating price and the fixed price multiplied by (y) a notional quantity equal to the quantity of electricity scheduled to be delivered at the delivery point during such month by the Electricity Supplier under the Master Power Supply Agreement. If the fixed price specified in the CCCFA Commodity Swap is greater than the relevant floating price of electricity at a delivery point for a month, the Commodity Swap Counterparty will be obligated to pay CCCFA an amount equal to (x) the difference between the fixed price and floating price multiplied by (y) a notional quantity equal to the quantity of electricity scheduled to be delivered at the delivery point during such month by the Electricity Supplier under the Master Power Supply Agreement. If the relevant floating price for a calendar month is equal to the specified fixed price, no payment will be owed by either party to the other under the CCCFA Commodity Swap.

The Electricity Supplier has entered into a comparable Electricity Supplier Commodity Swap with the same Commodity Swap Counterparty under which, if such Commodity Swaps become active upon the delivery of Base Quantities, the Electricity Supplier pays a fixed electricity price and receives a floating electricity price for the same notional quantities at the same pricing points.

Each of the Commodity Swaps has an initial term that commences on the date that deliveries begin under the Master Power Supply Agreement and extends for two calendar months. The Commodity Swaps have rolling two-month terms that renew automatically upon the payment due date of each monthly net settlement amount due thereunder through the term of the delivery period under the Master Power Supply Agreement, unless an Electricity Delivery Termination Date occurs under the Master Power Supply Agreement.

FORM OF COMMODITY SWAPS
Each of the Commodity Swaps has been entered into as a confirmation under a 2002 ISDA Master Agreement with certain amendments and elections under the Master Agreement that have been agreed to by the parties.
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PAYMENT
If such Commodity Swaps become active upon the delivery of Base Quantities, for each month of scheduled deliveries and notional amounts, each party with a net obligation under a Commodity Swap (based on the relative values of the fixed price and relevant index prices) will pay that net obligation to the other party. Payments, if any, under the Commodity Swaps are due in the calendar month following the month to which the applicable day-ahead market prices relate, on the 24th day of the month (or preceding business day) in the case of the Electricity Supplier Commodity Swap and on the 25th day of the month (or next business day) in the case of the CCCFA Commodity Swap.

EARLY TERMINATION
Each of the Commodity Swaps will be subject to early termination under certain circumstances.

Early termination can be triggered automatically or upon the election by the non-defaulting party as summarized below.

No settlement or other termination payment (other than Unpaid Amounts) will be due to any party as a result of any early termination of any Commodity Swap.

Automatic Termination of Commodity Swaps. Each of the following events would result in the automatic termination of the CCCFA Commodity Swap and the Electricity Supplier Commodity Swap:
• the occurrence of an Electricity Delivery Termination Date under the Master Power Supply Agreement for any reason, in which case the Commodity Swaps will terminate automatically on such date;
• a party’s failure to pay amounts when due under the CCCFA Commodity Swap (notwithstanding any payments made by the Custodian under the Custodial Agreements) that is not remedied within three business days after notice; and • delivery by CCCFA of a notice of termination of the CCCFA Commodity Swap results in the automatic termination of the Electricity Supplier Commodity Swap, and delivery by the Electricity Supplier of a notice of termination of the Electricity Supplier Commodity Swap results in the automatic termination of the CCCFA Commodity Swap.

Elective Termination of CCCFA Commodity Swap. Each of the following events of default and termination events would provide the non-defaulting party or the affected party the right to terminate the CCCFA Commodity Swap if it is not cured within the applicable cure period:
• a party becomes subject to certain insolvency events in the manner specified in the CCCFA Commodity Swap;
• a credit support default with respect to the Commodity Swap Counterparty; • a reduction below certain specified minimum ratings in the credit rating assigned by the applicable rating agency to (a) the senior, unsecured long-term debt obligations (not supported by third party credit enhancements) of ____’s Indirect Parent (defined below), or (b) if there is no such rating, then _____’s Indirect Parent’s issuer rating (“_____’s Credit Rating”)
• amendment of the Indenture in breach of the Commodity Swap Counterparty’s consent rights thereunder;
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• the amendment, without the Commodity Swap Counterparty’s consent, of certain provisions of the Master Power Supply Agreement relating to the termination or assignment thereof, or that would affect terminations of the Commodity Swaps; and • CCCFA fails to promptly exercise its right to suspend all commodity deliveries under a Clean Energy Purchase Contract to the Project Participant in the event it fails to pay when due any amounts owed to CCCFA thereunder.

Elective Termination of the Electricity Supplier Commodity Swap. Each of the following events of default and termination events would provide the non-defaulting party or the affected party the right to terminate the Electricity Supplier Commodity Swap if it is not cured within the applicable cure period:
• if a party becomes subject to certain insolvency events in the manner specified in the Electricity Supplier Commodity Swap;
• a credit support default with respect to the Commodity Swap Counterparty or the Electricity Supplier;
• any reduction in _____’s Indirect Parent’s Credit Rating (as defined above) below certain specified minimum ratings;
• the amendment, without the Commodity Swap Counterparty’s consent, of (a) certain provisions of the Master Power Supply Agreement relating to the termination or assignment thereof, or that would affect terminations of the Commodity Swaps or (b) certain provisions of the Receivables Purchase Provisions relating to the purchase of Swap Deficiency Call Receivables by the Electricity Supplier; and • a party’s failure to pay amounts when due under the Electricity Supplier Commodity Swap (notwithstanding any payments made by the Custodian under the Custodial Agreements) that is not remedied within one business day after notice.

Other Listed Events. The Commodity Swaps contain other listed events (including breach or repudiation, misrepresentation, illegality and certain tax and credit events) that do not give CCCFA, the Electricity Supplier or the Commodity Swap Counterparty the right to designate an early termination date, but which permit the non-defaulting party or the affected party to pursue such equitable remedies, including specific performance, as may be available.

Replacement of Commodity Swaps. See “THE MASTER POWER SUPPLY AGREEMENT – REPLACEMENT OF COMMODITY SWAPS” for a description of certain provisions of the Indenture and the Master Power Supply Agreement regarding the replacement of a Commodity Swap that is terminated or subject to termination.

COMMODITY SWAP CUSTODIAL AGREEMENTS
The Electricity Supplier will enter into a Custodial Agreement, dated as of the Initial Issue Date (the “Electricity Supplier Custodial Agreement”), with the Commodity Swap Counterparty and U.S. Bank Trust Company, National Association, as Trustee and as custodian (in such capacity, the “Custodian”), to administer payments under the Electricity Supplier Commodity Swap. CCCFA will enter into a separate Custodial Agreement, dated as of the Initial Issue Date (the “CCCFA Custodial Agreement,” and together with the Electricity Supplier Custodial Agreement, the “Custodial Agreements”), with the Commodity Swap Counterparty and the Custodian, to administer payments under the CCCFA Commodity Swap. The Custodial Agreements contain provisions designed to mitigate risks to CCCFA and Bondholders resulting 80 4887-2403-4346v5/024575-0058
from a failure of the Commodity Swap Counterparty to make payments to CCCFA under the CCCFA Commodity Swap, and mitigate risks to the Electricity Supplier resulting from a failure of the Commodity Swap Counterparty to make payments to the Electricity Supplier under the Electricity Supplier Commodity Swap.

Payments made by the Electricity Supplier under the Electricity Supplier Commodity Swap, if any, will be made to a custodial account maintained by the Custodian under the Electricity Supplier Custodial Agreement. Such amounts will not be released until the Custodian has received confirmation that the amount payable to CCCFA by the Commodity Swap Counterparty under the CCCFA Commodity Swap for such month has been paid. If the Commodity Swap Counterparty does not make a required payment under the CCCFA Commodity Swap and such payment remains unpaid after the expiration of any grace period, the Custodian will pay the amount that the Electricity Supplier paid under the corresponding Electricity Supplier Commodity Swap (which such amount is held in custody) to the Trustee for deposit in the Revenue Fund and that payment will be treated as a Commodity Swap Receipt. Additionally, if the Electricity Supplier Commodity Swap terminates, the Electricity Supplier will continue to make payments to the custodial account as if the Electricity Supplier Commodity Swap were still in effect until the earlier of (i) replacement of the affected Commodity Swap in accordance with the requirements of the Master Power Supply Agreement and (ii) termination of the Delivery Period under the Master Power Supply Agreement, and such payments will be used to ensure that CCCFA receives deposits in the Revenue Fund as described in the preceding sentence in the event that the Commodity Swap Counterparty does not make a required payment under the CCCFA Commodity Swap.

Payments made by CCCFA under the CCCFA Commodity Swap, if any, will be made to custodial accounts maintained by the Custodian under the CCCFA Custodial Agreement. The amounts in the custodial account will not be released until the Custodian has received confirmation that the amount payable to the Electricity Supplier by the Commodity Swap Counterparty under the Electricity Supplier Commodity Swap for such month has been paid. If the Commodity Swap Counterparty does not make a required payment under the Electricity Supplier Commodity Swap and such payment remains unpaid after the expiration of any grace period, the Custodian will pay the amount that CCCFA paid under the CCCFA Commodity Swap (which such amount is held in custody) to the Electricity Supplier. Additionally, if the CCCFA Commodity Swap terminates, CCCFA will continue to make payments to the custodial account as if the CCCFA Commodity Swap were still in effect until the earlier of (i) replacement of the affected Commodity Swap in accordance with the requirements of the Master Power Supply Agreement and (ii) termination of the Delivery Period under the Master Power Supply Agreement, and such payments will be withdrawn by the Custodian and paid to the Electricity Supplier.

THE COMMODITY SWAP COUNTERPARTY
Set forth below is certain information regarding the Commodity Swap Counterparty. CCCFA assumes no responsibility for such information and cannot guarantee the accuracy thereof. Under no circumstance is the Commodity Swap Counterparty obligated to pay any amount owed in respect of the Bonds.
[TO COME]
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CONTINUING DISCLOSURE
CCCFA. CCCFA will enter into a Continuing Disclosure Undertaking (the “Undertaking”) for the benefit of the beneficial owners of the Bonds to send certain information annually and to provide notice of certain events to the Municipal Securities Rulemaking Board (the “MSRB”) through the MSRB’s Electronic Municipal Market Access (“EMMA”) system for municipal securities disclosures, pursuant to the requirements of Section (b)(5) of Rule 15c2-12 (“Rule 15c2-12”) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

A failure by CCCFA to comply with the Undertaking will not constitute an event of default under the Indenture or the Bonds and Beneficial Owners of the Bonds shall only be entitled to the remedies for any such failure described in the Undertaking. Notice of a failure by CCCFA to provide required annual financial under the Undertaking on or before the due date for such information is required to be provided to the MSRB’s EMMA System in accordance with Rule15c2-12. A failure by CCCFA to comply with the Undertaking must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price.

The Undertaking and commitments of CCCFA described under this heading and in APPENDIX E hereto to furnish the above-described documents and information are agreements and commitments solely of CCCFA, and the Underwriter has no responsibility to ensure that CCCFA complies with any such Undertaking or commitment. In addition, the Underwriter makes no representation that any such documents or information will be furnished, or that any such documents or information so furnished will be accurate or complete, or sufficient for the purposes for which they may be used.

CCCFA has previously entered into continuing disclosure undertakings pursuant to Rule 15c2-12 in connection with its outstanding bonds. CCCFA has adopted a written policy that sets forth procedures for compliance with the federal tax and continuing disclosure requirements applicable to its bonds. The policy includes, among other things, procedures that are intended to promote CCCFA’s compliance with the Undertaking.
[During the five-year period preceding the date of this Official Statement, CCCFA has determined that certain financial information for the fiscal year ending June 30, 2021 relating to its Member, East Bay Community Energy Authority, required in connection with certain of its outstanding bonds was not timely filed. CCCFA subsequently filed such information on the MSRB’s EMMA system. CCCFA has engaged BLX Group to assist with its continuing disclosure obligations.] Project Participant. Pursuant to its Clean Energy Purchase Contract, the Project Participant has agreed to provide to CCCFA certain annual operating and financial information to enable CCCFA to comply with the Undertaking. Failure of the Project Participant to provide such information is not a default under the Clean Energy Purchase Contract, but any such failure entitles CCCFA to take such actions and to initiate such proceedings as shall be necessary to cause the Project Participant to comply with its undertaking as set forth in the Clean Energy Purchase Contract.

LITIGATION
There are no legal proceedings pending against CCCFA relating to the issuance, sale or delivery of the Bonds which could adversely affect the Clean Energy Project. In addition, there is no litigation pending or, to the knowledge of CCCFA, threatened against or affecting CCCFA or in any way questioning or in any manner affecting the validity or enforceability against CCCFA of the Bonds, the Clean Energy Purchase Contract, the Master Power Supply Agreement, the CCCFA Commodity Swap, the Receivables Purchase 82 4887-2403-4346v5/024575-0058
Provisions, the Investment Agreements, the Custodial Agreements, the Indenture, or the pledge of the Trust Estate under the Indenture.

The Project Participant reports that there is no litigation pending or, to its knowledge, threatened against it questioning or in any manner affecting the validity or enforceability of the Clean Energy Purchase Contract.

FINANCIAL STATEMENTS
CCCFA’s audited financial statements for the fiscal year ended December 31, 2021 are available on the MSRB’s EMMA system described above.

The Project Participant’s audited financial statements for fiscal year [2020-21] [2021-22] are attached hereto as APPENDIX B.

Pursuant to the Undertaking described under “CONTINUING DISCLOSURE” above, CCCFA has agreed to file its audited financial statements and the audited financial statements of the Project Participant, commencing with its audited financial statements for its fiscal year ended December 31, 2022 and the Project Participant’s audited financial statements for its fiscal year ended June 30, 202[2], on the MSRB’s EMMA system.

MUNICIPAL ADVISOR
PFM Financial Advisors LLC, Los Angeles, California, has served as municipal advisor (the “Municipal Advisor”) to the Project Participant in connection with the Clean Energy Project and the issuance of the Bonds. Among other responsibilities, the Municipal Advisor has provided advice and recommendations to CCCFA with respect to the structure, timing, terms of and similar matters relating to the Bonds, bond market conditions, costs of issuance and other matters relating to the Bonds and the Clean Energy Project. An affiliate of the Municipal Advisor has also provided advice and recommendations to CCCFA, and has served as CCCFA’s “qualified independent representative,” with respect to the CCCFA Commodity Swaps and the Interest Rate Swap. The Municipal Advisor has reviewed this Official Statement, but has not audited, authenticated or otherwise verified the information set forth herein, and makes no guaranty, warranty or representation with respect to the accuracy and completeness of the information contained in this Official Statement. The Municipal Advisor is an independent financial advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. The payment of the fees of the Municipal Advisor is contingent upon the issuance and delivery of the Bonds, and are based, in part, on the proceeds of the Bonds.

UNDERWRITING
Goldman Sachs & Co. LLC (the “Underwriter”), pursuant to the purchase contract relating to the Bonds between CCCFA and the Underwriter, has agreed, subject to certain conditions, to purchase the Bonds from CCCFA at an aggregate purchase price of $________ (representing the principal amount of the Bonds, [plus/less] original issue [premium/discount] of $_________, less underwriter’s discount of $________). The obligation of the Underwriter to purchase the Bonds is subject to certain terms and conditions set forth in the purchase contract. The Underwriter is obligated to purchase all the Bonds if any are purchased. The Bonds may be offered and sold to certain dealers and others at prices lower than the initial offering prices, and such initial offering prices may be changed from time to time by the Underwriter.

The Underwriter has no obligations other than those that are set forth in the purchase contract. The payment of the Bonds is not guaranteed by the Underwriter.
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Goldman Sachs & Co. LLC (together with its affiliates) is a full service financial institution engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Goldman Sachs & Co. LLC and its affiliates have provided, and may in the future provide, a variety of these services to CCCFA and to persons and entities with relationships with CCCFA, for which they received or will receive customary fees and expenses.

In the ordinary course of its various business activities, Goldman Sachs & Co. LLC and its affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, electricity, currencies, credit default swaps and other financial instruments for their own accounts and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of CCCFA (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with CCCFA.

Goldman Sachs & Co. LLC and its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

CERTAIN RELATIONSHIPS
The Electricity Supplier, which is also the lender under the Funding Agreement, the Receivables Purchaser, the electricity purchaser under the Electricity Purchase, Sale and Service Agreement and a party to the Electricity Supplier Commodity Swaps, is wholly owned by J. Aron. J. Aron is the sole member of the Electricity Supplier, the electricity seller under the Electricity Purchase, Sale and Service Agreement, and is a wholly owned subsidiary of GSG. The payment obligations of J. Aron to the Electricity Supplier under the Electricity Purchase, Sale and Service Agreement are unconditionally guaranteed by GSG under the EPSSA Guaranty. The Underwriter of the Bonds, Goldman Sachs & Co. LLC, is also a wholly owned subsidiary of GSG.

None of the Electricity Supplier, J. Aron nor GSG has guaranteed or is responsible for the payment of the Bonds. The obligations of the Electricity Supplier are limited to those set forth in the Master Power Supply Agreement, the Receivables Purchase Provisions and the Electricity Supplier Commodity Swap.

The obligations of J. Aron are limited to those set forth in the Electricity Purchase, Sale and Service Agreement. None of the Electricity Supplier, J. Aron nor GSG takes any responsibility for the information set forth in this Official Statement other than the information set forth under the caption “GSG, J. ARON AND THE ELECTRICITY SUPPLIER.”
RATING[S]
[Moody’s Investors Service, Inc.] [and Fitch Ratings, Inc.] has [have] assigned a municipal bond rating[s] of “___” and “___,” respectively, to the Bonds.

CCCFA has furnished to each rating agency that is expected to rate the Bonds certain information, including information not included in this Official Statement, about CCCFA and the Bonds. Generally, a rating agency bases its ratings on that information and on independent investigations, studies and assumptions made by each rating agency. A securities rating is not a recommendation to buy, sell or hold securities. There is no assurance that a rating, once obtained, will continue for any given period of time or that it will not be revised downward or withdrawn entirely if, in the opinion of the rating agency, circumstances so warrant. Any such downward revision or withdrawal could have an adverse effect on the marketability or market price of the Bonds. CCCFA has not undertaken any responsibility after issuance of 84 4887-2403-4346v5/024575-0058
the Bonds to assure the maintenance of the ratings applicable thereto or to oppose any revision or withdrawal of such ratings.

TAX MATTERS
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to CCCFA, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”) and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel observes that, for tax years beginning after December 31, 2022, interest on the Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds. A complete copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX G hereto.

To the extent the issue price of any maturity of the Bonds is less than the amount to be paid at maturity of such Bonds (excluding amounts stated to be interest and payable at least annually over the term of such Bonds), the difference constitutes “original issue discount,” the accrual of which, to the extent properly allocable to each Beneficial Owner thereof, is treated as interest on the Bonds which is excluded from gross income for federal income tax purposes and exempt from State of California personal income taxes. For this purpose, the issue price of a particular maturity of the Bonds is the first price at which a substantial amount of such maturity of the Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers).

The original issue discount with respect to any maturity of the Bonds accrues daily over the term to maturity of such Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such Bonds. Beneficial Owners of the Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of Beneficial Owners who do not purchase such Bonds in the original offering to the public at the first price at which a substantial amount of such Bonds is sold to the public.

Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) (“Premium Bonds”) will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a Beneficial Owner’s basis in a Premium Bond, will be reduced by the amount of amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances.

The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. CCCFA has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the Bonds will not be included in federal gross income.

Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) 85 4887-2403-4346v5/024575-0058
whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel’s attention after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters.

Although Bond Counsel is of the opinion that interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of amounts treated as interest on, the Bonds may otherwise affect a Beneficial Owner’s federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner or the Beneficial Owner’s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences.

Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of CCCFA, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. CCCFA has covenanted, however, to comply with the requirements of the Code.

Bond Counsel’s engagement with respect to the Bonds ends with the issuance of the Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend CCCFA or the Beneficial Owners regarding the tax-exempt status of the Bonds in the event of an audit examination by the IRS. Under current procedures, Beneficial Owners would have little, if any, right to participate in the audit examination process.

Moreover, because achieving judicial review in connection with an audit examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with which CCCFA legitimately disagrees may not be practicable. Any action of the IRS, including but not limited to selection of the Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues, may affect the market price for, or the marketability of, the Bonds, and may cause CCCFA or the Beneficial Owners to incur significant expense.

Payments on the Bonds generally will be subject to U.S. information reporting and possibly to “backup withholding.” Under Section 3406 of the Code and applicable U.S. Treasury Regulations issued thereunder, a non-corporate Beneficial Owner of Bonds may be subject to backup withholding with respect to “reportable payments,” which include interest paid on the Bonds and the gross proceeds of a sale, exchange, redemption, retirement or other disposition of the Bonds. The payor will be required to deduct and withhold the prescribed amounts if (i) the payee fails to furnish a U.S. taxpayer identification number (“TIN”) to the payor in the manner required, (ii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a “notified payee underreporting” described in Section 3406(c) of the Code or (iv) the payee fails to certify under penalty of perjury that the payee is not subject to withholding under Section 3406(a)(1)(C) of the Code. Amounts withheld under the backup withholding rules may be refunded or credited against a Beneficial Owner’s federal income tax liability, if any, provided that the 86 4887-2403-4346v5/024575-0058
required information is timely furnished to the IRS. Certain Beneficial Owners (including among others, corporations and certain tax-exempt organizations) are not subject to backup withholding. The failure to comply with the backup withholding rules may result in the imposition of penalties by the IRS.

APPROVAL OF LEGAL MATTERS
The validity of the Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to CCCFA. A complete copy of the proposed form of the opinion of Bond Counsel is contained in APPENDIX F to this Official Statement.

Certain legal matters will be passed upon for CCCFA by its General Counsel; for the Project Participant by Chapman and Cutler LLP; for the Electricity Supplier by its counsel, Sheppard, Mullin, Richter & Hampton LLP; for the Funding Recipient by its counsel, __________; and for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation.

CCCFA will receive an opinion from counsel to the Project Participant on the date of original delivery of the Bonds, to the effect that the Clean Energy Purchase Contract has been duly authorized, executed and delivered by the Project Participant and constitutes the legal, valid and binding obligation of the Project Participant enforceable in accordance with its terms. The enforceability of the Clean Energy Purchase Contract may be limited by or subject to applicable bankruptcy, insolvency, moratorium, reorganization, other laws affecting creditors’ rights generally and by general principles of equity, public policy and commercial reasonableness.

MISCELLANEOUS
Any statements in this Official Statement involving matters of opinion, estimates or forecasts, whether or not expressly so stated, are intended as such and not as representations of fact. The Appendices attached hereto are an integral part of this Official Statement and must be read in conjunction with the foregoing material. This Official Statement is not to be construed as a contract or agreement between CCCFA and the purchasers or owners of the Bonds.

The delivery of this Official Statement has been duly authorized by the Board of Directors of CCCFA.

CALIFORNIA COMMUNITY CHOICE FINANCING AUTHORITY
By: ____________________________________________
By: ____________________________________________
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APPENDIX A

THE PROJECT PARTICIPANT
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APPENDIX B

AUDITED FINANCIAL STATEMENTS OF THE PROJECT PARTICIPANT FOR FISCAL YEAR [2020-21][2021-22]
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APPENDIX C

DEFINITIONS OF CERTAIN TERMS
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APPENDIX D

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
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APPENDIX E

FORM OF CONTINUING DISCLOSURE UNDERTAKING

FOR THE PURPOSE OF PROVIDING

CONTINUING DISCLOSURE INFORMATION
UNDER SECTION (b)(5) OF RULE 15c2-12
[Closing Date]
This Continuing Disclosure Undertaking (the “Agreement”) is executed and delivered by California Community Choice Financing Authority (“CCCFA”) in connection with the issuance of its $__________ Clean Energy Project Revenue Bonds (Green Bonds – Climate Bond Certified) Series 2022[B]-1 (Term Rate), $__________ Clean Energy Project Revenue Bonds (Green Bonds – Climate Bond Certified) Series 2022[B]-2 (SIFMA Index Rate), and $__________ Clean Energy Project Revenue Bonds (Green Bonds – Climate Bond Certified) Series 2022[B]-3 (SOFR Index Rate) (collectively, the “Bonds”). The Bonds are being issued pursuant to a Trust Indenture, dated as of ________ 1, 2022 (the “Indenture”), between CCCFA and U.S. Bank Trust Company, National Association, as trustee.

In consideration of the issuance of the Bonds by CCCFA and the purchase of such Bonds by the beneficial owners thereof, CCCFA covenants and agrees as follows:

1. Purpose of This Agreement. This Agreement is executed and delivered by CCCFA as of the date set forth below, for the benefit of the beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with the requirements of the Rule (as defined below). CCCFA represents that it will be the only “obligated person” within the meaning of the Rule with respect to the Bonds at the time the Bonds are delivered to the Participating Underwriter and that no other person is expected to become so committed at any time after the issuance of the Bonds.

2. Definitions. (a) The terms set forth below shall have the following meanings in this Agreement, unless the context clearly otherwise requires. “Annual Financial Information” means the financial information and operating data described in Exhibit I.
“Annual Financial Information Disclosure” means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 4.
“Audited Financial Statements” means collectively, the audited financial statements of CCCFA and the Project Participant, each prepared pursuant to the standards and as described in Exhibit I. “Commission” means the United States Securities and Exchange Commission. “Dissemination Agent” means any agent designated as such in writing by CCCFA and which has filed with CCCFA a written acceptance of such designation, and such agent’s successors and assigns. “Electricity Supplier” means Aron Energy Prepay 15 LLC and its successors and permitted assigns. “EMMA” means the MSRB through its Electronic Municipal Market Access system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of the Rule.

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“Exchange Act” means the Securities Exchange Act of 1934, as amended. “Final Official Statement” means the Final Official Statement dated __________, 2022, relating to the Bonds.
“Financial Obligation” means (a) a debt obligation, (b) a derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation, or (c) a guarantee of an obligation or instrument described in clause (a) or (b) of this definition; provided however, the term Financial Obligation does not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule. “Ledger Event” has the meaning assigned to such term in Exhibit C to the Master Power Supply Agreement.
“Master Power Supply Agreement” means the Master Power Supply Agreement dated as of ___________, 2022 between the Electricity Supplier and CCCFA. “Monthly Ledger Report” means the copies of the ledgers maintained by the Electricity Supplier pursuant to Exhibit C of the Master Power Supply Agreement and delivered each month to CCCFA pursuant to Section 9(b)(i) of such Exhibit.
“MSRB” means the Municipal Securities Rulemaking Board. “Non-Private Business Sales Ledger” and “Private Business Sales Ledger” have the meanings assigned to such terms in Exhibit C to the Master Power Supply Agreement. “Participating Underwriter” means each broker, dealer or municipal securities dealer acting as an underwriter in the primary offering of the Bonds.
“Reportable Event” means the occurrence of any of the Events with respect to the Bonds set forth in Exhibit II.
“Reportable Events Disclosure” means dissemination of a notice of a Reportable Event as set forth in Section 5.
“Rule” means Rule 15c2-12 adopted by the Commission under the Exchange Act, as the same may be amended from time to time.
“Undertaking” means the obligations of CCCFA pursuant to Sections 4 and 5. (b) Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

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3. CUSIP Numbers. The CUSIP Numbers of the Bonds are as follows:

MATURITY
(________ 1)

PRINCIPAL
AMOUNT
CUSIP
NUMBER
CCCFA will include the CUSIP Numbers (or applicable CUSIP Number) in all disclosure described in Sections 4 and 5 of this Agreement.

4. Annual Financial Information Disclosure. Subject to Section 9 of this Agreement, CCCFA hereby covenants that it will disseminate or cause to be disseminated on its behalf its Annual Financial Information and the Audited Financial Statements (in the form and by the dates set forth in Exhibit I) to EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information and by such time so that such entities receive the information by the dates specified. MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports.

If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, CCCFA will disseminate a statement to such effect as part of the Annual Financial Information for the year in which such event first occurs.

If any amendment or waiver is made to this Agreement, the Annual Financial Information for the year in which such amendment is made (or in any notice or supplement provided to EMMA) shall contain a narrative description of the reasons for such amendment and its impact on the type of information being provided.

5. Reportable Events Disclosure. Subject to Section 8 of this Agreement, CCCFA hereby covenants that it will disseminate in a timely manner (not in excess of 10 business days after the occurrence of the Reportable Event) Reportable Events Disclosure to EMMA in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information. References to “material” in Exhibit II refer to materiality as it is interpreted under the Exchange Act. MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Bonds or defeasance of any Bonds need not be given under this Agreement any earlier than the notice (if any) of such redemption or defeasance is given to the Bondholders pursuant to the Indenture.

6. Consequences of Failure of CCCFA to Provide Information. CCCFA shall give notice in a timely manner to EMMA of any failure to provide Annual Financial Information Disclosure when the same is due hereunder.

In the event of a failure of CCCFA to comply with any provision of this Agreement, the beneficial owner of any Bond may seek mandamus or specific performance by court order, to cause CCCFA to comply with its obligations under this Agreement. The beneficial owners of 25% or more in principal amount of E-4
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the Bonds outstanding may challenge the adequacy of the information provided under this Agreement and seek specific performance by court order to cause CCCFA to provide the information as required by this Agreement. A default under this Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Agreement in the event of any failure of CCCFA to comply with this Agreement shall be an action to compel performance.

7. Amendments; Waiver. Notwithstanding any other provision of this Agreement, CCCFA by resolution authorizing such amendment or waiver, may amend this Agreement, and any provision of this Agreement may be waived, if:
(a) (i) The amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, including without limitation pursuant to a “no-action” letter issued by the Commission, change in law, or change in the identity, nature, or status of CCCFA, or type of business conducted; or
(ii) This Agreement, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(b) The amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined either by parties unaffiliated with CCCFA (such as the Trustee), or by approving vote of Bondholders pursuant to the terms of the Indenture at the time of the amendment.

In the event that the Commission, the MSRB or other regulatory authority shall approve or require Annual Financial Information Disclosure or Reportable Events Disclosure to be made to a central post office, governmental agency or similar entity other than EMMA or in lieu of EMMA, CCCFA shall, if required, make such dissemination to such central post office, governmental agency or similar entity without the necessity of amending this Agreement.

8. Termination of Undertaking. The Undertaking of CCCFA shall be terminated hereunder if CCCFA no longer has any legal liability for any obligation on or relating to repayment of the Bonds under the Indenture. CCCFA shall give notice to EMMA in a timely manner if this Section is applicable.

9. Dissemination Agent. CCCFA may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Agreement, and may discharge any such Dissemination Agent with or without appointing a successor Dissemination Agent.

10. Additional Information. Nothing in this Agreement shall be deemed to prevent CCCFA from disseminating any other information, using the means of dissemination set forth in this Agreement or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Reportable Event, in addition to that which is required by this Agreement. If CCCFA chooses to include any information from any document or notice of occurrence of a Reportable Event in addition to that which is specifically required by this Agreement, CCCFA shall have no obligation under this Agreement to update such information or include it in any future disclosure or notice of occurrence of a Reportable Event. If the name of CCCFA is changed, CCCFA shall disseminate such information to EMMA.

11. Beneficiaries. This Agreement has been executed in order to assist the Participating Underwriter in complying with the Rule; however, this Agreement shall inure solely to the benefit of E-5
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CCCFA, the Dissemination Agent, if any, and the beneficial owners of the Bonds, and shall create no rights in any other person or entity.

12. Recordkeeping. CCCFA shall maintain records of all Annual Financial Information Disclosure and Reportable Events Disclosure, including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure.

13. Assignment. CCCFA shall not transfer its obligations under the Indenture unless the transferee agrees to assume all obligations of CCCFA under this Agreement or to execute an Undertaking under the Rule.

14. Governing Law. This Agreement shall be governed by the laws of the State of California.

CALIFORNIA COMMUNITY CHOICE FINANCING

AUTHORITY
By: ________________________________________
Its
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EXHIBIT I

ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED

FINANCIAL STATEMENTS
“Annual Financial Information” means financial information and operating data with respect to Clean Energy Project, including:
(a) with respect to the Project Participant updated information under the headings “Customers – General,” “Customers – Largest Customers,” “Customers – Customer Opt-Out Rate and Customer Retention,” “Rates – Current and Historical Rate Information,” “Sources of Energy – Energy Purchases,” “Results of Operations,” and “Assets, Liabilities, Deferred Inflows or Resources and Net Position” set forth APPENDIX A to the Official Statement; (b) the quantities of Electricity from the Clean Energy Project sold by CCCFA, whether to Project Participant or others; and
(c) such other information and data as CCCFA may deem necessary in order to comply with the requirements of the Rule.
“Audited Financial Statements” means the audited financial statements of CCCFA and the Project Participant, in each case for the most recent fiscal year (commencing with the fiscal year ended December 31, 2022 for CCCFA, and commencing with the fiscal year ended June 30, 202[2] for the Project Participant), in each case prepared in accordance with generally accepted accounting principles as promulgated to comply with governmental entities from time to time (or such other accounting principles as may be applicable to CCCFA and the Project Participant, as the case may be, in the future pursuant to applicable law).

All or a portion of the Annual Financial Information and the Audited Financial Statements set forth above may be included by reference to other documents which have been submitted to EMMA or filed with the Commission. If the information included by reference is contained in a final official statement, the final official statement must be available on EMMA. The final official statement need not be available from the Commission. CCCFA shall clearly identify each such item of information included by reference.

Annual Financial Information with respect to the Project Participant will be submitted to EMMA by 200 days after end of the Project Participant’s fiscal year.

Annual Financial Information with respect to CCCFA (i.e., the information described in clauses (b) and (c) of the definition of Annual Financial Information) will be submitted to EMMA by 200 days after end of CCCFA’s fiscal year.

Audited Financial Statements as described above should be filed at the same times as the Annual Financial Information for the Project Participant and CCCFA. If Audited Financial Statements are not available when such Annual Financial Information is filed, unaudited financial statements shall be included.

Audited Financial Statements will be submitted to EMMA no later than 30 days after availability to CCCFA.

If any change is made to the Annual Financial Information as permitted by Section 4 of the Agreement, CCCFA will disseminate a notice of such change as required by Section 4.

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EXHIBIT II

EVENTS WITH RESPECT TO THE BONDS

FOR WHICH REPORTABLE EVENTS DISCLOSURE IS REQUIRED

1. Principal and interest payment delinquencies

2. Non-payment related defaults, if material

3. Unscheduled draws on debt service reserves reflecting financial difficulties

4. Unscheduled draws on credit enhancements reflecting financial difficulties

5. Substitution of credit or liquidity providers, or their failure to perform

6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security

7. Modifications to the rights of security holders, if material

8. Bond calls, if material, and tender offers

9. Defeasances

10. Release, substitution or sale of property securing repayment of the securities, if material

11. Rating changes

12. Bankruptcy, insolvency, receivership or similar event of the obligated person∗

13. The consummation of a merger, consolidation, or acquisition involving the obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material

14. Appointment of a successor or additional trustee or the change of name of a trustee, if material
∗ This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.

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15. Incurrence of a Financial Obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the obligated person, any of which affect security holders, if material

16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the obligated person, any of which reflect financial difficulties

17. The receipt by CCCFA of a Monthly Ledger Report that includes a credit to any Non-Private Business Sales Ledger or any Private Business Sales Ledger that has not been reversed within twelve months of the date of such credit

18. The receipt by CCCFA of a Monthly Ledger Report that shows that a Ledger Event has occurred
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APPENDIX F

FORM OF OPINION OF BOND COUNSEL
[Closing Date]
California Community Choice Financing Authority
San Rafael, California
California Community Choice Financing Authority
Clean Energy Project Revenue Bonds Series 2022[B]-1 (Term Rate) Clean Energy Project Revenue Bonds Series 2022[B]-2 (SIFMA Index Rate) Clean Energy Project Revenue Bonds Series 2022[B]-3 (SOFR Index Rate) (Final Opinion)
Ladies and Gentlemen:

We have acted as bond counsel to California Community Choice Financing Authority (the “Issuer”) in connection with issuance of $________ aggregate principal amount of Clean Energy Project Revenue Bonds Series 2022[B]-1 (Term Rate), $__________ aggregate principal amount of Clean Energy Project Revenue Bonds Series 2022[B-2 (SIFMA Index Rate), and $__________ aggregate principal amount of Clean Energy Project Revenue Bonds Series 2022[B]-3 (SOFR Index Rate) (collectively, the “Bonds”), issued pursuant to a Trust Indenture, dated as of ___________ 1, 2022 (the “Indenture”), between the Issuer and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Indenture provides that the Bonds are issued for the purpose of financing the Cost of Acquisition of the Clean Energy Project.

Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

In such connection, we have reviewed the Indenture, the Master Power Supply Agreement, the Clean Energy Purchase Contract, the Commodity Swaps, the Seller Swaps (as defined in the Master Power Supply Agreement), the Tax Certificate, dated the date hereof (the “Tax Certificate”), opinions of counsel to the Issuer and the Trustee, certificates of the Issuer, the Trustee and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after original delivery of the Bonds on the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after original delivery of the Bonds on the date hereof. Accordingly, this letter speaks only as of its date and is not intended to, and may not, be relied upon or otherwise used in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter.

We have assumed the genuineness of all documents and signatures provided to us and the due and legal execution and delivery thereof by, and validity against, any parties other than the Issuer. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture, the Master Power Supply Agreement, the Clean Energy Purchase Contract, the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, G-2
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the Indenture, the Master Power Supply Agreement, the Clean Energy Purchase Contract, the Commodity Swaps, the Seller Swaps, the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, receivership, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities such as the Issuer in the State of California. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute or having the effect of a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non-exclusivity of remedies, waiver or severability provisions contained in the foregoing documents, nor do we express any opinion with respect to the state or quality of title to or interest in any of the assets described in or as subject to the lien of the Indenture or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such assets. Our services did not include financial or other non-legal advice. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds and express no opinion or conclusion with respect thereto.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:

1. The Bonds constitute the valid and binding limited obligations of the Issuer.

2. The Indenture has been duly executed and delivered by, and constitutes the valid and binding obligation of, the Issuer. The Indenture creates a valid pledge, to secure the payment of the principal of and interest on the Bonds, of the Trust Estate, subject to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture, including without limitation the pledge of the Commodity Reserve Account and the amounts and investments on deposit therein in favor of the Commodity Swap Counterparty and the Project Participants.

3. Interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. Interest on the Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. We observe that, for tax years beginning after December 31, 2022, interest on the Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. We express no opinion regarding other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds.

Faithfully yours,

ORRICK, HERRINGTON & SUTCLIFFE LLP
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APPENDIX G

BOOK-ENTRY SYSTEM
The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity of each Series of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. If, however, the aggregate principal amount of any maturity of the Bonds exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of such maturity.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com
Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records.

Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.

Beneficial Owners will not receive certificates representing their ownership interests in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership.

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DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of the notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity of the Bonds are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to CCCFA of securities as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts such Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds and payments of principal and interest on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from CCCFA or the Trustee on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, CCCFA or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time.

Payment of redemption proceeds and principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of CCCFA or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to CCCFA or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.

CCCFA may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates are required to be printed and delivered to DTC.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that CCCFA believes to be reliable, but CCCFA takes no responsibility for the accuracy thereof.

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APPENDIX H

REDEMPTION PRICE OF THE BONDS
The following table sets forth the Redemption Price of the Bonds (being the Amortized Value of the Series 2022[B]-1 Bonds and 100% of the principal amount of the Index Rate Bonds, but excluding accrued interest which is payable from the amounts required to be on deposit in the Debt Service Account) upon an extraordinary mandatory redemption following an Early Termination Payment Date under the Master Power Supply Agreement, as of the redemption dates shown below during the Initial Interest Rate Period.

REDEMPTION PRICE

REDEMPTION
DATE
SERIES 2022B-1
BONDS1

INDEX RATE
BONDS2
TOTAL

REDEMPTION PRICE
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REDEMPTION PRICE

REDEMPTION
DATE
SERIES 2022B-1
BONDS1

INDEX RATE
BONDS2
TOTAL

REDEMPTION PRICE
____________________
1 Amortized Value of the Bonds as of each Redemption Date. 2 100% of the aggregate principal amount.

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APPENDIX I

SCHEDULE OF TERMINATION PAYMENTS
The following table sets forth the Schedule of Termination Payments under the Master Power Supply Agreement as of the specified Early Termination Payment Dates during the Initial Interest Rate Period. The Early Termination Payment Date is the Business Day preceding the date listed below.

MONTH OF EARLY

TERMINATION DATE TERMINATION PAYMENT
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APPENDIX J
THE FUNDING RECIPIENT [AND THE FUNDING RECIPIENT GUARANTOR] 4887-2403-4346v5/024575-0058

APPENDIX K
CLIMATE BOND VERIFIER’S REPORT
C&C Draft: 9.29.22

APPENDIX A

PIONEER COMMUNITY ENERGY
General
Pioneer Community Energy (“Pioneer”) is a joint powers authority organized and existing pursuant to the Joint Exercise of Powers Act (constituting Chapter 5 of Division 7 of Title 1 (commencing with Section 6500), as amended or supplemented from time to time) (the “Joint Powers Act”), as a “community choice aggregator” (“CCA”) as defined in Section 331.1 of the Public Utilities Code of the State of California, as amended (the “Public Utilities Code”). For a general description of “community choice aggregators” in California, see the section “COMMUNITY CHOICE AGGREGATORS” in this Official Statement.

Pioneer was established to provide electric power at competitive cost as well as to provide other benefits within Placer County, California, including procuring energy with a priority on stimulating local job creation through various programs and development, promoting long-term electric rate stability and energy reliability for residents and businesses, the use and development of local renewable resources, as well as promoting personal and community ownership of renewable resources.

Formation and History of Pioneer
General. Pioneer was created in August 2017. The formation of Pioneer was made possible by the passage of California Assembly Bill 117 in 2002, enabling communities to purchase power on behalf of their residents and businesses and creating competition in the power generation. Under California Public Utilities Commission (“CPUC”) designations, Pioneer is a “load serving entity” (“LSE”) to the communities it serves. Pioneer is responsible for the acquisition of electric power for its service area and delivers it through existing physical infrastructure and equipment managed by the California Independent System Operator (“CAISO”) and Pacific Gas and Electric Company (“PG&E”).

Commencement of Service and Expansion. Pioneer started providing electric service in 2018 to the Cities of Auburn, Colfax, Lincoln and Rocklin, the Town of Loomis and most of unincorporated Placer County, achieving status as an independent entity in 2021 with the payoff of start-up debt borrowed from Placer County and the hiring of necessary operational staff. Pioneer served those six jurisdictions through 2021. Unincorporated El Dorado County and the City of Placerville joined Pioneer in March 2021 and services to them began in January 2022.

Service Area
Communities Served by Pioneer. Pioneer currently serves the Cities of Auburn, Colfax, Lincoln and Rocklin in Placer County, the Town of Loomis in Placer County, the City of Placerville in El Dorado County and most of unincorporated Placer County and El Dorado County. - 2 -
Service Area Map. The service area of Pioneer is shown on the map below:

Governance and Management
Board of Directors. Pioneer is governed by its Board. The Board consists of nine locally elected representatives from the El Dorado County and Placer County Boards of Supervisors, and the local government councils of Auburn, Colfax, Lincoln, Loomis, Placerville and Rocklin.

Pioneer is a local government, not-for-profit, joint powers authority.

Management.

Donald J. Eckert Jr., Executive Director.

Donald Eckert Jr. assumed Executive Director duties with Pioneer Community Energy in July 2020. Prior to coming to Pioneer, Don has been in increasing roles of responsibility in finance, asset management, and risk management within various energy sectors including Investor-Owned Utilities, Independent Power Producers, Municipal Utilities and Community Choice Aggregators. Don’s experience with CCAs began when he joined Silicon Valley Clean Energy in 2016 at its start-up phase until it achieved an investment grade credit rating from Moody’s and served as Interim Chief Executive Officer while there. Don holds a Certification in Public Power Management through American Public Power Association and is a Certified Energy Risk Professional through Global Association of Risk Professionals and a Certified Governing Finance Officer through Florida Government Finance Officers Association among other financial certifications. Don has a bachelor’s in business administration from the University of Michigan and a Master’s in Accounting from the University of Southern California.

Sam Kang, Chief Operating Officer. Sam brings more than 25 years of experience in the areas of energy commodity portfolio planning, transaction structuring, energy procurement and risk management to his role as COO of Pioneer Community Energy, with additional experience in - 3 -
renewable and conventional power project development. Before joining Pioneer, Sam spent many years as an executive for both PG&E and Pacific Energy Advisors, performing portfolio resource planning, transaction structuring, energy procurement and risk management in the areas of renewable energy, energy storage and distributed energy resources.

Mark Riffey, Director of Public Affairs, Communications and Programs. Mark has more than 23 years of experience in electric and gas utilities. Mark has extensive knowledge and experience of topics related to customer service, marketing, communication, and account management. Mark is a Certified Energy Manager, which assists him in providing energy solutions to customers of all sizes and types, including residential, commercial, and large industrial accounts.

Brad Koehn, Director of Finance and Administration. Brad has more than 30 years’ experience in local government finance with 20 of those years as a Director leadership role.

Customers
General. Pioneer provides energy to more than 154,000 residential, commercial, and industrial accounts serving approximately 85%of residents and businesses in its service area. The current mix of Pioneer’s customer base is approximately 61% residential and 39% commercial/industrial as a percentage of load served and as a percentage of revenues.

Customer Energy Choices. Pioneer’s goal is to provide customers with competitively priced and affordable energy options. Pioneer offers its customers either “Standard” service, which provides 32.4% renewable content, or “Green100” service, which provides 100% renewable energy content.

Customer Enrollment. All customers of Pioneer are automatically enrolled in Standard service. Customers may opt up to Green100 service for a slight premium. Currently, approximately 99% of Pioneer customers receive Standard service and approximately <1% have elected to receive Green100 service.

Largest Customers. Pioneer’s top ten customers represent about 8% of its load with no customers representing more than 3% of its load.

New Customers. Pending approval from Pioneer’s member communities, the expansion territories, and the CPUC, Pioneer will begin providing service to the residents and businesses in Grass Valley and Nevada City in January 2024. This will result in 10,500 new accounts and a 110,000 MWh annual load increase. Pioneer is currently continuing the automatic enrollment process for El Dorado County. More than 2,000 customers are scheduled to be enrolled before the end of December 2022.

Customer Election to Opt-out of Pioneer Service. Customers can “opt out” of Pioneer service and return to service from their traditional electric service provider, PG&E, upon initial enrollment in Pioneer or at any time after Pioneer becomes their energy provider. There is no charge for a customer to opt-out of Pioneer service.
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Cumulative Opt-Out Rate and Customer Retention. Since commencement of service in 2018, Pioneer’s opt-out rates have been in the range of 10% to 15% for new customers, with a cumulative opt-out rate of 16% as of August 2022. Upon completion of the ongoing El Dorado County expansion’s auto-enrollment process, which will be concluded in December 2022, the projected opt-out rate will be between 10% to 12%. For planning purposes, Pioneer expects opt-out rates to be about 10% when Pioneer service begins in a new community. Customers moving into an existing Pioneer service area are automatically enrolled in Pioneer service and have the option to opt out at any time.

Service Rates
General. Rates for Pioneer energy service are determined by its Board and are not regulated by the CPUC. A customer’s total cost of electric service is determined by Pioneer’s charges for energy and includes PG&E charges for transmission, distribution and other non-bypassable charges. Additionally, Pioneer’s customers pay a Power Charge Indifference Adjustment (“PCIA”) rate which can vary annually based upon a number of market factors including benchmarks for regional energy costs, resource adequacy, the year in which their community joined Pioneer and other considerations. These charges, inclusive of the PCIA, establish the all-in cost of service to Pioneer’s customers. Pioneer’s charges for energy plus the PCIA represents on average approximately 45% of a residential customer’s total electricity bill.

Determination of Rates for Energy. The rates for Pioneer’s Standard and Green100 service are based primarily on the cost of the energy and services provided by Pioneer. Rates are designed to ensure revenue sufficiency while providing customers with stable rates that are competitive with those offered by PG&E. Additionally, pursuant to the terms of the Clean Energy Purchase Contract, Pioneer covenants that it will establish, maintain, and set rates and charges so as to provide revenues sufficient to enable it to pay any and all amounts payable from the revenues of its operations and to maintain any reserves as required by Pioneer’s reserve policies. Pioneer further covenants and agrees that it shall not pledge or encumber its revenues through a gross revenue pledge or in any other way which creates a prior or superior obligation to its obligation to make payments under the Clean Energy Purchase Contract.

Current and Historical Rate Information. During February 2018, Pioneer began servicing customers at a discount under the 2017 Vintage, used for calculating the PCIA. Despite a period during 2021 and early 2022 when Pioneer’s customers’ PCIA increased, the total cost of service with Pioneer, inclusive of the PCIA, has generally remained within 5% below the comparable cost of PG&E service. The customers of the newly expanded territories of El Dorado County and Placerville, who started receiving electricity from Pioneer beginning January 2022 under the 2021 Vintage, have been receiving a minimum 6% discount. There are no assurances that Pioneer’s rates will remain below those of PG&E or that customers will not decide to opt out for reasons unrelated to cost of service.

The Board adjusted rates effective March 2022 that established a minimum 6% discount to PG&E rates. The rate adjustment was necessary both to fund increased power costs and also to adhere to the updated Board-approved Reserve Policy that increased the reserve minimum threshold to 160 days of cash liquidity which is to be reached in a 3-to-5-year timeline. - 5 -
Effects of COVID 19 on Pioneer Operations and Finances
Remote Operations. In response to the COVID-19 pandemic, in March 2020 Pioneer moved to a “remote work environment” with no disruption in services to our customers. In February 2022, Pioneer adopted a telecommuting policy that permits eligible employees a remote work privilege of two days a week.

Effects on Energy Load. Pioneer has not witnessed any noticeable change in overall load due to COVID-19.

Payment Delinquencies. During fiscal year 2020-21 and continuing into the current fiscal year, Pioneer has been experiencing a higher rate of customer payment delinquencies, largely due to the effects of the COVID-19 pandemic. Prior to that period, the customer delinquency rate was less than 1% of billed revenue. The majority of account collections occur within the first few months following customer invoicing. Pioneer estimates that a portion of the billed accounts will not be collected. Pioneer continues collection efforts on accounts in excess of de minimis balances.

Once approved collection efforts are exhausted for closed accounts, the receivables are written off.

During the COVID-19 pandemic, certain collection provisions were suspended for active, but delinquent accounts, that may also benefit from receiving CAPP funding (described below).

Financial Assistance. In response to the pandemic, California created the California Arrearage Payment Program (“CAPP”) that assisted certain customers with utility bill relief for the period of March 2020 to June 2021. Pioneer participated in that program and when funding was distributed in February/March 2022, eligible customers received relief benefits of almost $1.4 million. California created a CAPP 2.0 program to further assist utility customers in Fiscal Year 2022-23. Eligible customers must be active residential customers with utility bill arrearages generated from the period of March 2020 to December 2021. Pioneer is participating in that program and estimates that customers will receive approximately $1 million in bill relief.

California Renewable Portfolio Standards and Other Regulations General. Community choice aggregators such as Pioneer are “load-serving entities” (“LSEs”) and as such are required to comply with California’s Renewable Portfolio Standard, Resource Adequacy requirements and Power Source Disclosure requirements described below.

Renewable Portfolio Standard. California’s Renewable Portfolio Standard (“RPS”) requires LSEs to supply their retail sales with minimum quantities of eligible renewable energy.

Senate Bill 100 directs all LSEs to procure 60% of their portfolios from RPS-eligible resources by 2030, and 100% of their retail sales from zero-carbon resources (or eligible renewable resources) by 2045. In addition, the bill requires that 65 percent of RPS procurement must be derived from long-term contracts (10 years or more) starting in 2021.

To comply with the RPS and self-imposed benchmarks, Pioneer acquires RPS eligible renewable energy evidenced by Renewable Energy Certificates (“Certificates”) recognized by the Western Renewable Energy Generation Information System (“WREGIS”). Pioneer obtains Certificates with the intent to retire them and does not sell or build surpluses of Certificates with a profit motive. Pioneer recognizes an expense on a monthly basis that corresponds to the volume of electricity sold to its customers. This expense recognition increases accrued cost of electricity - 6 -
reported on the Statements of Net Position set forth in the annual audited financial statements of Pioneer for the fiscal years ended June 30, 2021 and June 30, 2020 attached to this Official Statement as Appendix B. Payments made to suppliers reduce accrued cost of electricity.

Resource Adequacy. Resource Adequacy (“RA”), a California program jointly administered by the CPUC, the California Energy Commission (“CEC”) and the California Independent System Operator (“CAISO”), directs LSEs to secure forward capacity and offer it into the CAISO’s Day-Ahead and Real-Time markets to ensure that there will be enough supply in the right locations and with sufficient ramping capability to meet load. The RA program is comprised of three products: System RA; Local RA; and Flexible RA. Local RA obligations will be assigned to a Central Procurement Entity starting in 2023. In addition, per CPUC Decision 19-11-016, LSEs are required to procure “Incremental System Capacity,” which is RA capacity that is in addition to the identified resources on the CPUC’s 2022 baseline list of resources. The goals of CPUC’s RA program are to provide sufficient resources to CAISO to ensure the safe and reliable operation of the grid in real-time and to provide appropriate incentives for the siting and construction of new resources needed for reliability in the future. Pioneer purchases capacity commitments from qualifying generators to comply with the RA program.

Power Source Disclosure. California law requires LSEs to disclose the types of power resources used to supply retail sales. This mandate, known as the Power Source Disclosure Program (“PSDP”), is a consumer information program managed by the CEC on an annual basis.

A key output of the PSDP is the Power Content Label (“PCL”). The PCL is an LSE-specific document that shows the breakdown of power resource types for each of the LSE’s energy products used to serve retail load, as well as a breakdown of resource types for the overall California grid.

The PCL is distributed to customers each summer.

Energy Demand
Long-term Load Forecast. Pioneer’s long-term load forecast is a 10-year projection of the energy (reflected in MWh) that its customers will annually consume. Pioneer’s long-term load forecast is driven primarily by the number and types of customers that Pioneer expects to serve, in conjunction with weather projections. Pioneer’s long-term load forecast also incorporates the load-modifying effects of electric vehicles, behind the meter solar and/or storage (via net energy metering), and energy efficiency. The forecast is also adjusted to incorporate the power that Pioneer expects to lose to the distribution system.

The table below shows Pioneer’s loss-adjusted load forecast for 2023 through 2035.

Year Load Forecast
2023 1,888.43
2024 1,904.69
2025 1,916.17
2026 1,926.85
2027 1,938.95
2028 1,951.69
2029 1,968.03
2030 1,986.47
2031 2,006.21
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2032 2,023.27
2033 2,044.07
2034 2,065.07
2035 2,089.92
Sources of Energy
General. In the normal course of business, Pioneer enters into various agreements, including renewable energy agreements and other power purchase agreements to purchase power and electric capacity. Pioneer enters into power purchase agreements in order to comply with state law, its Risk Management Policy, and as described in its Integrated Resource Plan.

Energy Purchases. Pioneer purchases electric power from numerous suppliers. Electricity costs include the cost of energy and capacity arising from bilateral contracts with energy suppliers as well as generation credits, and load and other charges arising from Pioneer’s participation in the CAISO centralized market. The cost of electricity and capacity is recognized as “Cost of Electricity” in the Statements of Revenues, Expenses and Changes in Net Position set forth in the annual audited financial statements of Pioneer for the fiscal years ended June 30, 2021 and June 30, 2020 attached to this Official Statement as Appendix B.

Energy Load and Supply Risk Management. Pioneer manages risks associated with its service by aligning electricity purchase commitments with expected demand for electricity and by securing a diversity of technologies, geographical locations, and suppliers.

Energy Procurement
General. Pioneer procures energy and Resource Adequacy consistent with its Energy Risk Management Policy. In order to effectively plan and manage its portfolio, Pioneer differentiates contracts by their term length: short-term (up to twelve months), medium-term (longer than twelve months and up to five years), intermediate-term (longer than five years and up to ten years) and long-term (longer than ten years). Based upon the expected contract tenor, Pioneer may use a variety of methods, including competitive solicitations, standard contract offerings, and bilaterally negotiated agreements. For short-term power purchases, Pioneer may negotiate bilateral agreements directly, especially for unique or time-sensitive transactions that do not lend themselves to inclusion in a competitive solicitation. Alternatively, particularly in markets with sufficient transparency to ensure competitive outcomes, Pioneer may negotiate short-term transactions via its scheduling coordinator or independent energy brokers or marketers.

Local Energy Supplies. An important initiative for Pioneer is the support of local energy supply. Pioneer entered into a 10-year Power Purchase Agreement with El Dorado Irrigation District for hydro energy. This agreement is an example of the benefits of local control where local utilities worked together to benefit the community Pioneer serves. Pioneer has also worked closely with a coalition of CCAs in introducing a biomass bill that would allow CCAs to participate in the BioMAT feed-in tariff program that was only available to investor-owned utilities. Those coalition - 8 -
efforts proved successful in the Fall of 2021 when the bill was signed into law by the Governor.

The bill will encourage the development of biomass projects.

Further descriptions of Pioneer’s policies and procedures addressing energy procurement and risk management can be found on the Pioneer website at https://www.pioneercommunityenergy.org. The reference to this website address is presented herein for informational purposes only, and information on such website is not incorporated by reference to this Official Statement.

Energy Storage
On April 18, 2022, Pioneer entered into a long-term Power Purchase Agreement with Yellow Pine Solar II, LLC that includes fifty-three megawatts of guaranteed storage capacity. The project is currently under construction with a guaranteed commercial operation date of May 29, 2024.

Cyber Security
Pioneer is committed to implementing cybersecurity and information technology controls and policies that meet or exceed industry best practices. To ensure that Pioneer continues to meet this commitment, Pioneer voluntarily conducts annual cybersecurity and information technology audits to assist in identifying opportunities to increase security.

Pioneer undergoes a tri-annual Automated Metering Infrastructure (AMI) audit which is specifically focused on the data Pioneer receives that is transmitted through “smart meters” and Pioneer’s compliance with data privacy and security requirements as defined in CPUC decision (D.) 12-08-045. The complete cybersecurity and IT assessment goes beyond the requirements of the CPUC decision, including Pioneer’s complete IT infrastructure.

The most recent AMI audit report ascertained that Pioneer met compliance with data privacy and security requirements as defined in CPUC decision (D.) 12-08-045.

The most recent cybersecurity and information technology assessment report found that Pioneer exceeds security controls compared to many other similar organizations. This is mainly due to the time invested to develop, implement, and maintain a secure IT environment. Through the use of a third-party risk ranking service, Pioneer ranked in the top 5% of utility companies.

Financial Information
Revenues from Energy Sales and Operating Expenses. Pioneer derives its operating revenues primarily from energy sales to its customers. Revenues increased between fiscal years 2018-19 and 2019-20 primarily from a rate adjustment, with rates and revenue stable through 2020-21. Pioneer’s revenues increased in fiscal year 2021-22 due to Pioneer’s service territory and accounts expanding 60%, as well as a rate adjustment in the last quarter. Revenues in fiscal year 22-23 are projected to more than double compared to fiscal year 2020-21. Operating expenses, which are comprised primarily of energy procurement costs, also increased due to higher energy costs and expanded service territory.
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Other Sources of Revenue. As discussed earlier in the Financial Assistance paragraph in the Effects of COVID-19 on Pioneer Operations and Finance section, CAPP and CAPP 2.0 grant funds were allocated by the State for bill relief for Pioneer customers. Grant funding of $1.4 million was received in fiscal year 2021-22 and an estimated $1 million is anticipated for fiscal year 2022-23. Interest earnings are another source of revenue.

Financial Statements. For financial information related to Pioneer, see the annual audited financial statements of Pioneer for the fiscal years ended June 30, 2021 and June 30, 2020 attached to this Official Statement as Appendix B.

Deposit Accounts. Pioneer maintains its cash in both interest-bearing and non-interest-bearing demand and term deposit accounts at Umpqua Bank and the Local Agency Investment Fund managed by the California Treasurer. Pioneer’s deposits with Umpqua Bank are subject to California Government Code Section 16521 which requires collateralization of public funds in excess of the Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000 by 110%.

Pioneer monitors its risk exposure to Umpqua Bank on an ongoing basis. Pioneer’s Investment Policy permits the investment of funds in depository accounts, certificates of deposit, the Local Agency Investment Fund program operated by the California State Treasury, United States Treasury obligations, Federal Agency Securities, commercial paper, money market funds and FDIC-insured placement service deposits.

Other Liquidity Sources. Pioneer expects by October 2022 to finalize a $20 million Line of Credit from Umpqua Bank. The Line of Credit will be solely used to provide Letters of Credit to energy suppliers that require collateral posting from Pioneer.

Staff Report – Item 3
To: The Governing Board
From: Sam Kang, Chief Operating Officer
Item 3: Adopt Resolution Approving Pioneer’s 2022 Integrated Resource Plan Date: 10/20/2022

RECOMMENDATION
Adopt a resolution approving the Pioneer Community Energy 2022 Integrated Resource Plan (IRP) in substantive form and authorizing submission of the IRP to the California Public Utilities Commission (CPUC) pursuant to the requirements of CPUC Rulemaking (R.) 20-05-003, under Senate Bill (SB) 350.

BACKGROUND
CPUC Proceeding R.20-05-003 (the “Proceeding”) is the CPUC’s “umbrella” planning proceeding which is intended to consider all of the Commission’s electric procurement policies and programs and for purposes of ensuring that California has a safe, reliable, and cost-effective electricity supply. The Proceeding is also the CPUC’s primary venue for implementation of certain requirements reflected in SB 350 that are related to IRP (Public Utilities Code Sections 454.51 and 454.52). The Proceeding is intended to ensure that the integrated resource planning efforts of California’s load-serving entities (LSEs) will support the achievement of statewide greenhouse gas (GHG) emissions reductions goals. As recognized by both the CPUC and the California Legislature, Pioneer’s Board approves its procurement plan, but the CPUC must certify that Pioneer’s plan provides the requisite information, is consistent with resource adequacy (RA) requirements and demonstrates that its plan meets Pioneer’s share of both renewable resource procurement and greenhouse gas (GHG) reduction targets. Recognizing the need for further electric system reliability, the CPUC issued Decision (D.) 19-11-016 on November 19, 2019, requiring all LSEs to procure additional RA during the 2021-2023 time period and to include that as part of their integrated resource planning. Identifying the need for further reliability, the CPUC subsequently issued D.21-06-035 requiring LSEs to procure additional RA for the 2023- 2026 time period and to include that as part of their integrated resource plan as well.

According to the CPUC, details reflected in each IRP should indicate the intended procurement activities that will contribute to California’s achievement of its GHG reduction goals based on portfolios that achieve 25 million metric ton (MMT), and 30 MMT GHG emission targets by 2035. These plans must adhere to State Policies, including the loading order, which mandates that energy efficiency and demand response be pursued first, followed by renewables, and lastly clean-fossil generation. While the CPUC does not approve the procurement plans, if it finds that they do not comply with State policies and adequately balance safety, reliability, cost, and environmental goals, LSEs may be ordered by the CPUC to modify them.

ANALYSIS & DISCUSSION
Pioneer developed its IRP in compliance with all applicable requirements through the following steps:
• Pioneer compiled data for its existing energy contracts, RA capacity contracts, and its share of capacity for allocated Cost Allocation Mechanism (CAM) resources. • For each IRP planning year, Pioneer identified its short positions relative to Pioneer planning targets in consideration of its assigned load forecast.
• Pioneer populated the Resource Data Template with all current contracts.

Agenda Item: 3 Agenda Date: 10/20/2022

• Pioneer compiled detailed information on projects for which it is currently negotiating power purchase agreements, including information regarding project status and timing. • Pioneer identified future contracts it expects for new hybrid, solar, wind, off-shore wind, long-duration storage, biomass, geothermal, small hydro, and large hydro generation. Pioneer prioritized the selection of future resources that ensure Pioneer’s overall portfolio of new resources is varied, meets all regulatory goals, meets the goals expressed by Pioneer’s Board for procurement types, and is estimated to minimize costs to customers.
• Pioneer added generic future contracts with existing resources to help fill its remaining open positions. • Pioneer used the Commission’s Clean System Power Calculator Tool to check the GHG emissions associated with the resulting portfolio to ensure that these emissions are equivalent to Pioneer’s assigned share of the 30 MMT benchmark.
• Pioneer added planned purchases of large hydro-electric energy in sufficient volume to ensure that the portfolio’s emissions were equal to Pioneer’s assigned share of the 30 MMT GHG benchmark • Pioneer identified the resulting portfolio as its 30 MMT Preferred Conforming Portfolio (PCP). • Using the 30 MMT PCP as a starting point, Pioneer replaced planned system energy purchases with additional large hydro-electric energy procurement until the portfolio had emissions equal to Pioneer’s assigned share of the 25 MMT GHG benchmark.
• Pioneer identified the resulting portfolio as its 25 MMT PCP. • Pioneer checked both its 30 MMT PCP and its 25 MMT PCP for reliability by comparing the total portfolio net qualifying capacity against Pioneer’s RA requirements as shown in the Reliability tab of the RDTv3 template and adding in sufficient RA capacity to ensure reliability. Pioneer further established that its planned incremental capacity procurement exceeded its pro rata share of the related incremental capacity procurement obligation.

To allow for flexibility due to the possibility of unforeseen circumstances that may alter Pioneer’s procurement plans, Pioneer has included the following statement in its IRP:

Projecting resource needs over the planning horizon covered by the IRP is a fluid process and Pioneer expects changes over time. The future resources identified in Pioneer’s IRP represent Pioneer’s current good-faith projection of the resource mix that will be procured over the IRP planning horizon. Such projections are based on the best available information regarding planning directives, Pioneer policy, resource availability and other key considerations. The resources identified in future iterations of Pioneer’s IRP may change due to new information and evolving circumstances, and the ultimate resource mix that Pioneer actually procures (in future years) may differ from what is reflected in this plan due to a number of variables, including availability of supply, technology changes, price of supply, and/or other market or regulatory considerations.

Notwithstanding the above statement, Pioneer’s IRP proposes a possible combination of energy resources that would meet the mandated Renewables Portfolio Standard (RPS), as well as the Board’s direction regarding renewable resource procurement under 30 MMT and 25 MMT GHG emission target scenarios. Based on the foregoing, the IRP identifies the following energy resource portfolio scenarios by the year 2035:
30 MMT Target Scenario (471 MW of new resources)
• Existing solar (owned or under contract) – 34 MW
• Existing wind (owned or under contract) – 0 MW
• New solar (owned or under contract) – 32 MW
• New hybrid (owned or under contract) – 60 MW solar/53 MW battery • Existing wind (planned procurement) – 25 MW
• Existing hydro (planned procurement) – 64 MW
• Existing biomass (planned procurement) – 31 MW
• Existing geothermal (planned procurement) – 8 MW
• Existing seller’s choice RPS (planned procurement) – 14 MW1 • New biomass (planned procurement) – 12 MW
1 This contract is listed as planned procurement since it is not yet signed, but is actually an assumed extension of an existing contract that expires before 2035.

Agenda Item: 3 Agenda Date: 10/20/2022

• New geothermal (planned procurement) – 10 MW
• New hybrid (future resources) – 120 MW solar/106 MW battery • New wind (future resources) – 70 MW
• New short duration storage (future resources) – 0 MW
• New long duration storage (future resources) – 8 MW
Additionally, Pioneer’s 30 MMT Conforming Portfolio includes capacity-only resources composed primarily of the following resources:
• CAM, Demand Response, Reliability Must Run (RMR) and Energy Efficiency Allocations: 15 MW • Existing natural gas, baseload, and other (planned procurement): 224 MW 25 MMT Target Scenario (471 MW of new resources)
• Existing solar (owned or under contract) – 34 MW
• Existing wind (owned or under contract) – 0 MW
• New solar (owned or under contract) – 32 MW
• New hybrid (owned or under contract) – 60 MW solar/53 MW battery • Existing wind (planned procurement) – 25 MW
• Existing hydro (planned procurement) – 108 MW
• Existing biomass (planned procurement) – 31 MW
• Existing geothermal (planned procurement) – 8 MW
• Existing seller’s choice RPS (planned procurement) – 14 MW • New biomass (planned procurement) – 12 MW
• New geothermal (planned procurement) – 10 MW
• New hybrid (future resources) – 120 MW solar/106 MW battery • New wind (future resources) – 70 MW
• New short duration storage (future resources) – 0 MW
• New long duration storage (future resources) – 8 MW
Additionally, Pioneer’s 2035 25 MMT Conforming Portfolio includes capacity-only resources composed primarily of the following resources:
• CAM, Demand Response and Energy Efficiency Allocations: 15 MW • Existing natural gas, baseload, and other (planned procurement): 220 MW The resultant GHG emissions in 2035 based on the 30 MMT and 25 MMT are listed in the table below. 2035 Benchmark and Results (million metric tons) 25 MMT Portfolio 30 MMT Portfolio Benchmark for Pioneer 0.173 0.216
Pioneer 0.161 0.206
The Proceeding requires all LSEs to file their IRPs by November 1, 2022. The attached IRP Narrative Template for Pioneer provides a narrative summary of voluminous technical data which will also be submitted as part of its required IRP filing.

Agenda Item: 3 Agenda Date: 10/20/2022

FISCAL IMPACT
There is no direct fiscal impact related to the approval and submission of the IRP. Actual resource procurement is subject to Pioneer’s annual budget process, and long-term contracts and projects are subject to a separate review process.

ATTACHMENTS

1. Resolution approving the IRP and authorizing submission to the CPUC

2. Pioneer Community Energy IRP Narrative

Before the Governing Board of
Pioneer Community Energy
Resolution No.: ____________
The following Resolution was duly passed by the Governing Board of Pioneer Community Energy at a regular meeting held October 20, 2022, by the following vote on roll call:

Signed and approved by me after its passage.
_____________________________
Chair, Board of the Governing Board
Attest:
_______________________
Secretary

THE GOVERNING BOARD OF PIONEER COMMUNITY ENERGY DOES
HEREBY RESOLVE AS FOLLOWS:

WHEREAS, This Resolution is for the purpose of approving the Pioneer Community Energy 2022 Integrated Resource Plan (IRP) in substantive form, and In the matter of:

Approving the Pioneer Community Energy 2022
Integrated Resource Plan (IRP) in substantive
form and authorizing submission of the IRP to the
California Public Utilities Commission (CPUC)
pursuant to the requirements of CPUC R. 20-05-
003, under Senate Bill 350.

Ayes:

Noes:

Absent:

authorizing submission of the IRP to the California Public Utilities Commission (CPUC) pursuant to the requirements of CPUC R. 20-05-003, under Senate Bill 350; and WHEREAS, The Proceeding represents an element of the CPUC’s’ planning process to through which the electric procurement policies and programs of load serving entities are considered to ensure that California has a safe, reliable, and cost-effective electricity supply; and
WHEREAS, The Proceeding is the Commission’s primary mechanism for implementation of Senate Bill (SB) 350 requirements related to integrated resource planning (Public Utilities Code Sections 454.51 and 454.52); and WHEREAS, The Administrative Law Judge for the Proceeding issued their final ruling in the Proceeding; and
WHEREAS, Pioneer finalized its draft IRP in accordance with the instructions and templates provided by the CPUC; and
WHEREAS, Pursuant to the Proceeding, Pioneer is required to submit its IRP to the CPUC on or before November 1, 2022; and
WHEREAS, Projecting the resources that a load serving entity (“LSE”) may procure over the planning horizon covered by the IRP is an inexact matter and subject to change, and that future resources identified in Pioneer’s IRP represent Pioneer’s current good-faith projection of such procurement activities over the IRP planning horizon, in consideration of currently applicable mandates and adopted policies of Pioneer’s Governing Board; and
WHEREAS, The resources identified in future iterations of Pioneer’s IRP may change due to new information and changed circumstances, and the eventual mix of Renewables Portfolio Standard and carbon-free energy, as well as other power sources, that may be acquired by Pioneer could be different than what is reflected in the IRP.

THEREFORE, BE IT RESOLVED, by the Governing Board of Pioneer Community Energy, that the Pioneer Community Energy 2022 IRP attached as Exhibit A is hereby approved; and
BE IT FURTHER RESOLVED THAT, the Chair of the Board, the Executive Director, and General Counsel are hereby authorized and directed to make any necessary non-substantive changes to the IRP as may be necessary to comply with the Proceeding and Pioneer Board policy and direction; and
BE IT FURTHER RESOLVED THAT, Pioneer staff is hereby authorized and directed to take the actions necessary to submit the IRP, to the CPUC pursuant to the requirements of the Proceeding.
# # #
1 Standard LSE Plan

PIONEER COMMUNITY ENERGY
2022 INTEGRATED RESOURCE PLAN
NOVEMBER 1, 2022
2 Table of Contents
I. Introduction and Executive Summary.................................................................................... 4 a. Introduction.......................................................................................................................... 4 b. Executive Summary............................................................................................................. 8 II. Study Design ........................................................................................................................ 11 a. Objectives .......................................................................................................................... 11 b. Methodology...................................................................................................................... 11 i. Modeling Tool(s)........................................................................................................ 11 i. Modeling Approach.................................................................................................... 12 III. Study Results........................................................................................................................ 14 a. Conforming and Alternative Portfolios ............................................................................. 14 b. Preferred Conforming Portfolios....................................................................................... 19 ii. 30 MMT Preferred Conforming Portfolio.................................................................. 19 iii. 25 MMT Preferred Conforming Portfolio.................................................................. 23 c. GHG Emissions Results..................................................................................................... 27 d. Local Air Pollutant Minimization and Disadvantaged Communities................................ 27 i. Local Air Pollutants.................................................................................................... 27 ii. Focus on Disadvantaged Communities...................................................................... 28 e. Cost and Rate Analysis...................................................................................................... 32 f. System Reliability Analysis............................................................................................... 33 g. High Electrification Planning ............................................................................................ 37 h. Existing Resource Planning ............................................................................................... 38 i. Hydro Generation Risk Management ................................................................................ 38 j. Long-Duration Storage Planning ....................................................................................... 39 k. Clean Firm Power Planning............................................................................................... 40 l. Out-of-State Wind Planning .............................................................................................. 40 m. Offshore Wind Planning .................................................................................................... 41 n. Transmission Planning....................................................................................................... 41 IV. Action Plan........................................................................................................................... 43 a. Proposed Procurement Activities and Potential Barriers................................................... 43 i. Resources to meet D.19-11-016 procurement requirements...................................... 43 ii. Resources to meet D.21-06-035 procurement requirements, including:.................... 43 a. 1,000 MW of firm zero-emitting resource requirements............................................ 43 b. 1,000 MW of long-duration storage resource requirements....................................... 44 3 c. 2,500 MW of zero-emissions generation, generation paired with storage, or demand response resource requirements ........................................................................................... 44 d. All other procurement requirements........................................................................... 44 iii. Offshore wind............................................................................................................. 44 iv. Out-of-state wind........................................................................................................ 44 v. Other renewable energy not describe above............................................................... 45 vi. Other energy storage not described above.................................................................. 45 vii. Other demand response not described above ............................................................. 45 viii. Other energy efficiency not described above ............................................................. 45 ix. Other distributed generation not described above ...................................................... 45 x. Transportation electrification, including any investments above and beyond what is included in Integrated Energy Policy Report (IEPR)........................................................... 45 xi. Building electrification, including any investments above and beyond what is included in IEPR .................................................................................................................. 46 xii. Other........................................................................................................................... 46 b. Pioneer continuously explores new methods of lowering electricity demand and increasing clean energy supply.Disadvantaged Communities ................................................. 46 c. Commission Direction of Actions ..................................................................................... 47 V. Lessons Learned................................................................................................................... 47 Glossary of Terms ........................................................................................................................ 49 Appendix A................................................................................................................................... 53 4 I. Introduction and Executive Summary
a. Introduction
Description of Pioneer Community Energy
Pioneer Community Energy (“Pioneer”) is a Joint Powers Authority (“JPA”) formed by the communities of Rocklin, Lincoln, Auburn, Colfax, Loomis, and Placer County in July 2017 in order to provide Community Choice Aggregation (“CCA”) service. Pioneer began serving load in February 2018 to those communities, and in January 2022, Pioneer expanded its service to Placerville and El Dorado County.

As a JPA, Pioneer is a local government agency. Pioneer is governed by a nine-member board composed of representatives of its member local governments. Through these representatives Pioneer is controlled by and accountable to the communities Pioneer serves.

Pioneer currently provides retail electric generation services and complementary energy programs to customers in Pacific Gas and Electric Company (“PG&E”) service territory within the municipal boundaries of the following communities:
• City of Rocklin
• City of Lincoln
• City of Auburn
• City of Colfax
• Town of Loomis
• City of Placerville
• Unincorporated Placer County
• Unincorporated El Dorado County
Pioneer’s service area is identified in the following map:
5 Figure 1: Service Area Map
Pioneer currently serves approximately 132,400 residential accounts and 18,500 commercial and industrial accounts. Pursuant to its most recent Integrated Energy Policy Report (“IEPR”) filing, Pioneer’s 2022 forecasted peak load is 550 MW, with total energy usage of 1,898 GWh.

Pioneer’s Mission
Pioneer was formed for the express purpose of empowering its member communities to choose the generation resources that reflect their specific values and needs. Pioneer seeks to provide reliable electric service at a lower cost than offered by the incumbent electric utility and also prioritizes economic development and environmental stewardship in its service territory.

Consistent with California Public Utilities Code (“PUC”) Sections 366.2(a)(5) and 454.52 (b)(3)1, all procurement by Pioneer, including the portfolios set forth in this Integrated Resource Plan (“IRP”), must comply with policy direction provided by Pioneer’s governing board.

Introduction to Pioneer’s IRP
In accordance with the requirements of PUC Sections 454.51 and 454.52 and California Public Utilities Commission (“Commission”) Decision (“D.”) D.22-02-004, Administrative Law Judge’s Ruling Finalizing Load Forecasts and Greenhouse Gas Emissions Benchmarks for 2022 Integrated Resource Plan Filings,
2 and guidance provided by the Commission’s Energy
Division3, Pioneer is providing its load-serving entity (“LSE”)-specific IRP to the Commission for certification and use in the Commission’s statewide planning process. 1 All further citations to statute are to the California Public Utilities Code (“PUC”) unless otherwise noted.
2 Rulemaking (“R.”) 20-05-003, Administrative Law Judge’s Ruling Finalizing Load Forecasts and Greenhouse Gas Emissions Benchmarks for 2022 Integrated Resource Plan Filings ("Final Ruling"), June 15, 2022.
3 Energy Division Guidance can be accessed at: https://www.cpuc.ca.gov/industries-and-topics/electrical-energy/electric-power-procurement/long-term-procurement-planning/2022-irp-cycle-events-and-materials. 6 In addition to this narrative, Pioneer’s IRP includes the following documents:
• Pioneer’s 2030 38 MMT & 2035 30 MMT Resource Data Template (“RDT”) and Clean System Power Calculator (“CSP”)
• Pioneer’s 2030 30 MMT & 2035 25 MMT RDT and (“CSP”)
• Pioneer’s IRP Verification
As directed in D.22-02-0044
and the Final Ruling, Pioneer is submitting two Preferred Conforming Portfolios (“PCP”) in this IRP. The first PCP achieves emissions that are equal to or less than the LSE’s proportional share of the 38 million metric ton (“MMT”) greenhouse gas (“GHG”) target by 2030 and 30 MMT GHG target by 2035 (“30 MMT”). The second PCP achieves emissions that are equal to or less than the Pioneer’s proportional share of 30 MMT by 2030 and 25 MMT by 2035 (“25 MMT”).

Projecting resource needs over the planning horizon covered by the IRP is a fluid process and Pioneer expects changes over time. The future resources identified in Pioneer’s IRP represent Pioneer’s current good-faith projection of the resource mix that will be procured over the IRP planning horizon. Such projections are based on the best available information regarding planning directives, Pioneer policy, resource availability and other key considerations. The resources identified in future iterations of Pioneer’s IRP may change due to new information and evolving circumstances, and the ultimate resource mix that Pioneer actually procures (in future years) may differ from what is reflected in this plan due to a number of variables, including availability of supply, technology changes, price of supply, and/or other market or regulatory considerations.

Examples of future regulatory changes include the upcoming “Slice of Day” framework for the Resource Adequacy (“RA”) program,5 the current implementation of the Central Procurement Entity (“CPE”),6 as well as structural, programmatic changes to the IRP program.7 Though the
impact of these changes is uncertain at this time, they have the potential to materially reshape how capacity and energy are valued for reliability purposes, and in turn, such changes may impact Pioneer’s future procurement decisions. Through its involvement and membership in the California Community Choice Association (“CalCCA”), Pioneer will continue to monitor and engage in Commission proceedings and incorporate pertinent planning and procurement adaptations, as necessary.

Board Approval of IRP
In compliance with Section 454.52(b)(3), this IRP was formally submitted to Pioneer’s governing board for approval based on the IRP’s compliance with Sections 454.51 and 454.52 4 D.22-02-004 at 2.
5 D. 22-06-050.
6 See D.20-06-002, D.22-03-034.
7 See Rulemaking 20-05-003, Administrative Law Judge’s Ruling Seeking Comments on Staff Paper on Procurement Programs and Potential Near-Term Actions to Encourage Additional Procurement (September 8, 2022), Attachment A.
7 (“IRP Statute”) and all relevant board-adopted procurement requirements of Pioneer’s governing board. On October 20, 2022, Pioneer’s board issued Resolution No. 2022-##, which formally approves this IRP and adopts Pioneer’s 30 MMT PCP (“30 MMT PCP”) and its 25 MMT PCP (“25 MMT PCP”). In Resolution No. 2022-##, Pioneer’s board also makes the following determinations regarding Pioneer’s PCPs:
• Pioneer’s PCPs are expected to achieve economic, reliability, environmental, security, and other benefits and performance characteristics that are consistent with the goals set forth in Section 454.52(a)(1)(A-I).
• Pioneer’s PCPs include a diversified procurement portfolio consisting of both short-term and long-term electricity and electricity-related and demand reduction products. • Pioneer’s PCPs achieve the resource adequacy requirements established pursuant to PUC Section 380.
• Pioneer’s PCPs are consistent with the procurement timing, resource mix, and operational attributes of the Commission’s 2022 Preferred System Portfolio (“PSP”).8 • Pioneer’s PCPs are fully compliant with all Pioneer board-adopted procurement directives.

A copy of the final Resolution is available on the Pioneer’s website. 9 Request for Certification
Pioneer respectfully requests that the Commission certify this IRP.

As both the Legislature and the Commission have recognized, the Legislature has granted CCAs broad authority to procure resources on behalf of their respective customers, an authority limited only where “other generation procurement arrangements have been expressly authorized by statute.”10 Likewise, the Legislature has granted CCAs autonomy in setting their own rates and managing interactions with their customers.11 Pioneer understands that the Commission has three primary interests in the CCA IRP process:
8 In D.22-02-004 at 105 and Ordering Paragraph (“OP”) 8, the Commission adopted the 38 MMT Core Portfolio with 2020 IEPR Demand and High Electric Vehicle (“EV”) Penetration Scenario as the Preferred System Portfolio.
9 See Key Documents and Resources, available at https://pioneercommunitenergy.org/about-us/key-documents/. 10 PUC Section 366.2(a)(5).
11 D.05-12-041 at 9-11 (“Nothing in the statute directs the CPUC to regulate the CCA’s program except to the extent that its programs may affect utility operations and the rates and services to other customers. For example, the statute does not require the CPUC to set CCA rates or regulate the quality of its services… We are confident that existing law protects CCA customers. Entities of local government, such as CCAs, are subject to numerous laws that will have the effect of protecting CCA customers and promoting accountability by CCAs…”). 8 • Ensuring that CCA IRPs provide requisite procurement information needed by the Commission to develop its statewide plan.12
• Ensuring that CCAs’ current and planned procurement is consistent with the RA requirements established pursuant to PUC Section 380.13 • Ensuring that CCAs’ current and planned procurement satisfies the CCAs’ share of renewables integration resources identified in the Commission’s PSP, and that the CCA either self-provides or pays for investor-owned utility (“IOU”) procurement to support its share of any renewable integration shortfall.14
Pioneer has prepared its IRP with these interests in mind, and thanks the Commission for recognizing and preserving CCA procurement autonomy as well as the benefits of a collaborative planning approach with CCA organizations in its certification review of Pioneer’s IRP.
b. Executive Summary
This narrative provides a detailed description of the development and content of Pioneer’s PCPs, each portfolio’s compliance with applicable requirements, and an action plan detailing Pioneer’s next steps (to promote conformance with such requirements).

Pioneer developed its IRP through the following steps:
• Pioneer compiled data for its existing energy contracts, RA capacity contracts, and its share of capacity for allocated Cost Allocation Mechanism (“CAM”) resources using the guidance provided by the Energy Division.
• For each IRP planning year, Pioneer identified its short positions relative to known planning targets and its assigned load forecast.
• Pioneer populated the Resource Data Template with all current contracts. • Pioneer compiled detailed information on projects for which it is currently negotiating power purchase agreements, including information regarding project status and timing. • Pioneer identified future contracts it expects for new hybrid, solar, wind, off-shore wind, long-duration storage, biomass, geothermal, small hydro, and large hydro generation.

Pioneer prioritized the selection of future resources that ensure Pioneer’s overall portfolio of new resources is varied, meets all regulatory goals, meets the goals expressed by Pioneer’s Board for procurement types, and is estimated to minimize costs to customers. • Pioneer added generic future contracts with existing resources, including large hydroelectric generators, to help fill its remaining open positions. 12 D.19-04-040 at 17-18 (“The Commission’s portfolio aggregation and evaluation process, which relies of fulfillment of IRP filing requirements by LSEs, is the only process capable of assessing the overall needs of the CAISO grid and meeting the statewide GHG, reliability, and least-cost goals collectively. While LSEs may use their IRP process to meet local planning needs as well, the statewide planning function is the statutorily required process . . . ”). 13 Section 454.52(b)(3)(C).
14 Section 454.51.
9 • Pioneer used the Commission’s Clean System Power Calculator Tool to check the GHG emissions associated with the resulting portfolio to ensure that these emissions are equivalent to Pioneer’s assigned share of the 30 MMT benchmarks; Pioneer added planned purchases of additional energy from renewable or GHG-free resources in sufficient volume to ensure that portfolio emissions were slightly less than Pioneer’s assigned share of the 30 MMT GHG benchmark.
• Pioneer identified the resulting portfolio as its 30 MMT PCP. • Using the 30 MMT PCP as a starting point, Pioneer replaced planned system energy purchases with additional hydro and imported hydro procurement until the portfolio reflected emissions slightly less than Pioneer’s assigned share of the 25 MMT GHG benchmark.
• Pioneer identified the resulting portfolio as its 25 MMT PCP. • Pioneer checked both its 30 MMT PCP and its 25 MMT PCP for reliability by comparing the total portfolio capacity (“NQC”) against Pioneer’s RA requirements as shown in the Reliability tab and adding in sufficient RA capacity to ensure reliability. Pioneer further established that its planned incremental capacity procurement exceeded its pro rata share of the related incremental capacity procurement obligation.

Pioneer reached the following findings regarding its 30 MMT PCP:
• Pioneer’s 30 MMT PCP includes the procurement of the following new resources:
o New hybrid resources totaling 180 MW solar 159 MW battery storage o New solar resources totaling 32 MW
o New wind resources totaling 70 MW
o New long duration storage of 8 MW
o New biomass resources totaling 12 MW
o New geothermal resources totaling 10 MW
• Pioneer’s 30 MMT portfolio provides for the following overall resource mix in 2035:
o 43 MW of Large Hydro
o 50 MW of Biomass
o 18 MW of Geothermal
o 21 MW of Small Hydro
o 55 MW of Wind
o 40 MW of Offshore Wind
o 180 MW Solar/159 MW Battery Storage in Hybrid
o 66 MW of Solar
o 14 MW RPS Supplier’s Choice
o 8 MW of Long Duration Storage
o 224 MW of Natural Gas/Baseload/Other (Capacity-Only)
• Pioneer’s 30 MMT portfolio conforms to the procurement timing, resource quantities, and general resource attributes identified in the PSP.
• Pioneer’s 30 MMT portfolio would have 2030 emissions of 0.2573 MMT and 2035 emissions of 0.2059 MMT, which is equivalent to or less than Pioneer’s assigned share of 2030 and 2035 emissions.
10 Pioneer reached the following findings regarding its 25 MMT PCP:
• Pioneer’s 25 MMT PCP includes the procurement of the following new resources:
o New hybrid resources totaling 180 MW solar 159 MW battery storage o New solar resources totaling 32 MW
o New wind resources totaling 70 MW
o New long duration storage of 8 MW
o New biomass resources totaling 12 MW
o New geothermal resources totaling 10 MW
• Pioneer’s 25 MMT PCP provides for the following overall resource mix in 2035:
o 87 MW of Large Hydro
o 50 MW of Biomass
o 18 MW of Geothermal
o 21 MW of Small Hydro
o 55 MW of Wind
o 40 MW of Offshore Wind
o 180 MW Solar/159 MW Battery Storage in Hybrid
o 66 MW of Solar
o 14 MW RPS Supplier’s Choice
o 8 MW of Long Duration Storage
o 220 MW of Natural Gas/Baseload/Other (Capacity-Only)
Pioneer’s 25 MMT PCP is consistent with procurement timing, resource quantities, and general resource attributes identified in the PSP.
• Pioneer’s 25 MMT portfolio would have 2030 emissions of 0.1988 MMT and 2035 emissions of 0.1609 MMT, which is equivalent to or less than Pioneer’s assigned share of 2030 and 2035 emissions.
• Pioneer’s 25 MMT portfolio meets all relevant reliability metrics. • Pioneer’s 25 MMT portfolio provides approximately Pioneer’s load-proportional share of renewable integration resources.
• Pioneer’s 25 MMT portfolio is also consistent with the Commission’s PSP and can be used in either a 25 MMT or 30 MMT consolidated statewide portfolio.

To implement its PCPs, Pioneer is adopting the Action Plan described in Section IV, below. This action plan consists of the following steps:
• Pioneer will periodically solicit offers for new renewable generation and storage projects.

These resources are typically secured through long-term power purchase agreements.

Pioneer expects to secure power purchase agreements for new and existing projects in multiple solicitations conducted over the next several years. • The portfolios also assume that Pioneer will renew contracts for existing resources when those contracts expire.
• Periodically throughout the year, Pioneer will solicit offers for short-term renewable energy, resource adequacy, system energy, and other products needed to balance the portfolio and adhere to position limits established through Pioneer’s risk management 11 policy and practices. These solicitations may take the form of a formal request for offers processes, bilateral discussions, and/or transactions arranged through broker markets. • Pioneer will continue to procure resources to meet any remaining assigned requirements from D.19-11-016 and D.21-06-035, as well as the specific sub-categories from that decision.

II. Study Design
a. Objectives
Pioneer had the following objectives in performing the analytical work to develop its IRP:

1. Identify a 30 MMT Conforming Portfolio with emissions equal to or slightly less than Pioneer’s proportional share of the 30 MMT GHG reduction benchmark, as determined using the Commission’s emissions calculator.

2. Identify a 25 MMT Conforming Portfolio with emissions equal to or slightly less than Pioneer’s proportional share of the 25 MMT GHG reduction benchmark, as determined using the Commission’s emissions calculator.

3. Identify 30 and 25 MMT Conforming Portfolios that achieve economic, reliability, environmental, security, and other benefits and performance characteristics that are consistent with the goals set forth in Section 454.52(a)(1)(A-I).

4. Identify diverse and balanced 30 and 25 MMT Conforming Portfolios that include both short-term and long-term electricity products as well as electricity-related demand reduction products.

5. Identify portfolios that achieve the resource adequacy requirements established pursuant to PUC Section 380 and provide Pioneer’s share of system reliability and renewable integration resources.

6. Identify portfolios that comply with all of Pioneer’s Board-adopted procurement directives.

7. Identify portfolios that are compliant with Pioneer’s obligations under the RPS program.

8. Identify portfolios that are cost-effective and minimize rate impacts on Pioneer’s customers.
b. Methodology
i. Modeling Tool(s)
In developing its planned portfolios Pioneer made use of the modeling done by the Energy Division using RESOLVE and SERVM and incorporated into the RDTv3 and CSP templates as a starting point. After studying this modeling and its conclusions, Pioneer used its own experience and expertise in procurement to construct models to quantify portfolio targets for renewable energy content, capacity, and portfolio GHG emissions, as well as physical and 12 financial positions to ensure adherence to Pioneer’s currently effective risk management policies and business practices.

Pioneer starts by utilizing a commercially available energy trading and risk management system to monitor positions, market exposure, credit exposure, value-at-risk, and other risk management metrics. Pioneer then uses the outputs of the energy trading system to develop reports and models which are then analyzed to assess annual, monthly, and hourly open positions, taking account of forecasted hourly electric loads and expected deliveries from Pioneer’s resource portfolio. Pioneer uses a proprietary financial model to project power supply costs and incorporates existing and planned procurement into an overall financial assessment of revenues, costs, and cash flows. GHG emissions were assessed using the Commission’s Clean System Power tool for the 30 MMT and 25 MMT portfolios.

For new resource selection, Pioneer relied upon the modeling and assumptions in the Preferred System Portfolio, and on Pioneer’s ongoing and recent procurement experience, which provides insight into resource availability and cost. In addition, Pioneer’s new resource selection reflects a “least cost/best fit” methodology as recognized by the CPUC (also known as “Net Market Value”) together with the goals adopted by its board that reflect the unique geographic location and local resource availability (also known as “Portfolio Adjusted Value”). GHG emissions were assessed using the Commission’s Clean System Power tool for the 30 MMT and 25 MMT variations.
i. Modeling Approach
Load Forecast
Pioneer developed this IRP using its assigned load forecast from the file 2022 Final GHG Emission Benchmarks for LSEs15 (also contained in the CSP templates), as specified in the Final Ruling.

Pioneer’s assigned load forecast is as follows:

Table 1: Pioneer’s 2023-2035 Load Forecast (GWh)
Year Load Forecast
2023 1,888.43
2024 1,904.69
2025 1,916.17
2026 1,926.85
2027 1,938.95
2028 1,951.69
2029 1,968.03
15 See 2022 Final GHG Emission Benchmarks for LSEs, (June 28, 2022) (hereinafter” GHG Benchmarks”), available at https://www.cpuc.ca.gov/-/media/cpuc-website/divisions/energy-division/documents/integrated-resource-plan-and-long-term-procurement-plan-irp-ltpp/2022-irp-cycle-events-and-materials/2022-final-ghg-emission-benchmarks-for-lses_public.xlsx. 13 2030 1,986.47
2031 2,006.21
2032 2,023.27
2033 2,044.07
2034 2,065.07
2035 2,089.92
Load Shape
In developing its portfolio Pioneer used the default load shape from the Clean System Power Calculator, which reflects the California Independent System Operator (“CAISO”) hourly system average load shape forecast for the 2021 IEPR Mid Case. 16 Because Pioneer used the default load shape in the Clean System Power Calculator, Pioneer’s total annual energy volumes remain consistent with Pioneer’s assigned load forecast.

Load-Proportional GHG Emissions Benchmark
Pioneer’s modeling was assessed against its 2035 load-proportional share of the respective 30 MMT and 25 MMT GHG benchmarks, as assigned in the Commission’s GHG Benchmarks. 17 This assessment yielded the following results:

Table 2: Pioneer’s Assigned Shares of GHG Reduction Benchmarks 2035 Load (GWh)
Proportion of 2035
Load within IOU
Territory
2035 GHG
Benchmark – 30
MMT Scenario
2035 GHG
Benchmark – 25
MMT Scenario
2,089.92 2.56% 0.216 0.173
Compiling Existing Resources
To populate its baseline resource templates, Pioneer added existing resources from the following procurement categories:
• Energy Contracts.
• Capacity (Resource Adequacy) Contracts.
• Pioneer’s assigned share of capacity for CAM resources, taken from Energy Division’s Aggregated CAM Resources for LSEs Plan Development (September 29, 2022). • Pioneer’s selected Voluntary Allocation and Market Opportunities (“VAMO”) allocation of RPS resources from PG&E.
• Pioneer’s allocation of GHG-free resources from PG&E. 16 Final Ruling at 3.
17 See GHG Benchmarks.
14 Selecting New Resources
To identify its new resource procurement opportunities, Pioneer first determined the new resource capacity it intends to add each year, which considered resource needs (open positions), long-term renewable contracting requirements, renewable portfolio standards, resource adequacy requirements, the need for incremental resource adequacy capacity to contribute to system reliability and renewable integration needs, the potential for technological improvements, and financial considerations. Pioneer selected resource types based on its experience with competitive solicitations for new renewable and storage resources, its experience in procuring resource adequacy resources, as well as consideration of the studies and modeling underlying the adopted PSP.

Confirming Reliability
Pioneer’s portfolios were evaluated to ensure that sufficient dependable capacity (net qualifying capacity) is available to meet peak load requirements, as shown in the RDTv3. This includes a 14% Perfect Capacity (“PCAP”) Planning Reserve Margin.18 Pioneer used technology-specific Effective Load Carrying Capacity (“ELCC”) factors provided by the Commission to assess the contribution of each resource to system reliability. In order to ensure that its portfolio met the reliability requirements, Pioneer added sufficient short-term RA capacity in each year. Pioneer’s portfolios were also designed to ensure that current incremental resource capacity obligations from D.19-11-016 and D.21-06-035 are met.

Calculating GHG Emissions
Pioneer calculated the emissions associated with its 30 MMT PCP and its 25 MMT PCP using the Commission’s Clean System Power calculator. The assigned load forecast and default load shapes and behind the meter adjustments were used for this assessment, along with the planned supply portfolios. The results were checked against the assigned GHG benchmarks included in the Clean System Power tools.

III. Study Results
a. Conforming and Alternative Portfolios
As required by the Commission, Pioneer is submitting two conforming portfolios – a 30 MMT Conforming Portfolio that achieves Pioneer’s share of the 38 MMT by 2030 and 30 MMT by 2035 GHG targets; and a 25 MMT Conforming Portfolio that achieves Pioneer’s share of the 30 MMT by 2030 and 25 MMT by 2035 GHG targets. Pioneer is not submitting alternative portfolios.
18 See Workshop: Reliability Filing Requirements for Load Serving Entities’ 2022 Integrated Resource Plans-Results of PRM and ELCC Studies (07/29/2022) at Slide 31. 15 Pioneer’s 30 MMT Conforming Portfolio
The Table 1 included as Appendix A to this Narrative provides a summary of Pioneer’s 2035 30 MMT Portfolio, identifying resources by type and distinguishing between the following procurement categories:
• Existing resources (energy and capacity) that Pioneer owns or contracts with, consistent with definitions provided in the Resource Data Template. • Existing resources (energy and capacity) that Pioneer plans to contract with in the future. • Existing resources (capacity) that Pioneer partially pays for through CAM. • New Resources (energy and capacity) that are under development that Pioneer is planning to procure.
• Future new resources (energy and capacity) that Pioneer is planning to procure.

In summary, to meet Pioneer’s projected 2035 energy demand of 2,089.92 GWh, Pioneer has selected a 2035 30 MMT Conforming Portfolio composed primarily of the following resources:
• Existing solar (owned or under contract) – 34 MW
• Existing wind (owned or under contract) – 0 MW
• New solar (owned or under contract) – 32 MW
• New hybrid (owned or under contract) – 60 MW solar/53 MW battery • Existing wind (planned procurement) – 25 MW
• Existing hydro (planned procurement) – 64 MW
• Existing biomass (planned procurement) – 31 MW
• Existing geothermal (planned procurement) – 8 MW
• Existing seller’s choice RPS (planned procurement) – 14 MW19 • New biomass (planned procurement) – 12 MW
• New geothermal (planned procurement) – 10 MW
• New hybrid (future resources) – 120 MW solar/106 MW battery • New wind (future resources) – 70 MW
• New short duration storage (future resources) – 0 MW
• New long duration storage (future resources) – 8 MW
Additionally, Pioneer’s 30 MMT Conforming Portfolio includes capacity-only resources composed primarily of the following resources:
• CAM, Demand Response, RMR and Energy Efficiency Allocations – 15 MW • Existing natural gas, baseload, and other (planned procurement) – 224 MW Pioneer’s portfolio includes a mix of existing and new resources. Approximately 471 MW of Pioneer’s 30 MMT portfolio is composed of new resources, reflecting Pioneer’s role as an active player in the State’s development of new renewable and storage resources. These planned new resources include diverse technology types, which will provide grid and reliability benefits while 19 This contract is listed as planned procurement since it is not yet signed, but is actually an assumed extension of an existing contract that expires before 2035. 16 reducing emissions. Furthermore, Pioneer’s 30 MMT portfolio is comprised of a mix of resources in which Pioneer can minimize customer rate impacts while still achieving the State’s GHG-reduction targets.

Pioneer’s 30 MMT Conforming Portfolio Is Consistent with the Preferred System Plan The new resources included in Pioneer’s 30 MMT Conforming Portfolio are consistent with the PSP 2035 new resource mix. The Commission adopted the PSP, which established the 38 MMT GHG target by 2030 and 30 MMT GHG target by 2035 and adopted the resources in Tables 5 and 6 of D.22-02-004.20
The Decision requires that LSEs procure resources in the following categories: Gas, Biomass, Geothermal, Wind, Wind on New-Out-of-State Transmission, Offshore Wind, Utility-Scale Solar, Battery Storage, Pumped (Long-Duration) Storage, Shed Demand Response.

As demonstrated in the following table, Pioneer’s 30 MMT portfolio is generally consistent with Pioneer’s proportional share of new procurement for each of the “resource types” identified in D.22-02-004:

Table 3: Comparison of Pioneer’s 30 MMT Conforming Portfolio vs PSP Resource Category PSP Pioneer’s Proportional Share
of PSP New Resources
Pioneer’s 30 MMT
Conforming Portfolio Observations
Gas -
Biomass 134 1 12
Geothermal 1,135 12 10
Wind 3,562 39 -
Wind on New Out-of-State Transmission 4,636 51 30
Offshore Wind 4,707 52 40
Utility-Scale Solar 17,418 192 212
Battery Storage 17,350 191 159
Pumped (Long-Duration) Storage21 1,000 11 8
Shed Demand
Response 977 11 -
Pioneer has
procured, but
the contract
expires by 2035
20 D.22-02-004 at 101-105. Note the Decision references Tables 6 and 7, but this was presumably a typographical error since there was no foregoing Table 7. Thus, Pioneer understands the Decision to be referencing Tables 5 and 6.
21 Pioneer understands the pumped storage to also incorporate long-duration energy storage with similar characteristics (i.e., maximum discharge for at least 8 hours). References throughout to “Pumped (Long-Duration) Storage” should be read consistently with this understanding. 17 Pioneer’s proportional share of the PSP New Resources and the resources reflected in Pioneer’s 30 MMT Portfolio are relatively aligned; however, Pioneer’s 30 MMT Conforming Portfolio reflects a lower level of new resource procurement due to Pioneer’s related cost/rate considerations while still ensuring Pioneer meets its prescribed portfolio targets. Additionally, Pioneer has selected a much higher than proportional amount of biomass, including both new and existing. Pioneer has selected this resource because of its desire to reduce the risk of high carbon-emitting wildfires, contribute to its local economy through local procurement, and its commitment to providing other benefits (e.g., Senate Bill (“SB”) 1383 contributions) where possible to its service territory in the foothills of the Sierra. Furthermore, due to its baseload deliverability and a higher-than-average capacity factor than wind or solar, a smaller MW amount of biomass provides a much better fit for Pioneer’s portfolio compared to the MWs of solar or wind.

Pioneer’s 25 MMT Conforming Portfolio
The table included as Appendix A to this Narrative provides a summary of Pioneer’s 25 MMT Conforming Portfolio (by 2035), identifying resources by type and distinguishing between the following procurement categories:
• Existing resources (energy and capacity) that Pioneer owns or contracts with, consistent with definitions provided in the Resource Data Template. • Existing resources (energy and capacity) that Pioneer plans to contract with in the future. • Existing resources (capacity) that Pioneer partially pays for through CAM. • New Resources (energy and capacity) that are under development that Pioneer is planning to procure.
• Future new resources (energy and capacity) that Pioneer is planning to procure.

In summary, to meet Pioneer’s projected 2035 energy demand of 2,089.92 GWh, Pioneer has selected a 2035 25 MMT Conforming Portfolio composed primarily of the following resources:
• Existing solar (owned or under contract) – 34 MW
• Existing wind (owned or under contract) – 0 MW
• New solar (owned or under contract) – 32 MW
• New hybrid (owned or under contract) – 60 MW solar/53 MW battery • Existing wind (planned procurement) – 25 MW
• Existing hydro (planned procurement) – 108 MW
• Existing biomass (planned procurement) – 31 MW
• Existing geothermal (planned procurement) – 8 MW
• Existing seller’s choice RPS (planned procurement) – 14 MW22 • New biomass (planned procurement) – 12 MW
• New geothermal (planned procurement) – 10 MW
• New hybrid (future resources) – 120 MW solar/106 MW battery 22 This contract is listed as planned procurement since it is not yet signed, but is actually an assumed extension of an existing contract that expires before 2035. 18 • New wind (future resources) – 70 MW
• New short duration storage (future resources) – 0 MW
• New long duration storage (future resources) – 8 MW
Additionally, Pioneer’s 2035 25 MMT Conforming Portfolio includes capacity-only resources composed primarily of the following resources:
• CAM, Demand Response and Energy Efficiency Allocations – 15 MW • Existing natural gas, baseload, and other (planned procurement) – 220 MW Pioneer’s portfolio includes a mix of existing and new resources. Approximately 471 MW of Pioneer’s 2035 portfolio is composed of new resources, reflecting Pioneer’s role as an active player in the State’s development of new renewable and storage resources. These planned new resources include diverse technology types, which will provide grid and reliability benefits while reducing emissions. Furthermore, Pioneer’s 2035 portfolio is comprised of a mix of resources in which Pioneer can minimize customer rate impacts while still achieving the State’s GHG-reduction targets.

Pioneer’s 25 MMT Conforming Portfolio Is Consistent with the Preferred System Plan The new resources included in Pioneer’s 25 MMT Conforming Portfolio are consistent with the PSP new resource mix. The Commission adopted the PSP portfolio, which established the 38 MMT GHG target by 2030 and 30 MMT GHG target by 2035 and adopted the resources in Tables 5 and 6.23 Subsequently, the Commission required load serving entities to also prepare a Conforming Portfolio meeting 30 MMT GHG by 2030 and 25 MMT GHG by 2035.24 The Decision requires that LSEs procure resources in the following categories: Gas, Biomass, Geothermal, Wind, Wind on New-Out-of-State Transmission, Offshore Wind, Utility-Scale Solar, Battery Storage, Pumped (Long-Duration) Storage, Shed Demand Response.

As demonstrated in the following table, Pioneer’s 25 MMT portfolio is generally consistent with Pioneer’s proportional share of new procurement for each of the “resource types” identified in D.22-02-004:

Table 4: Comparison of Pioneer’s 25 MMT Conforming Portfolio vs PSP New Resources Resource Category PSP
Pioneer’s Proportional
Share of PSP New
Resources
Pioneer’s 25 MMT
Conforming
Portfolio
Observations
Gas - -
Biomass 134 1 12
Geothermal 1,135 12 10
23 D.22-02-004 at 101-105. Note the Decision references Tables 6 and 7, but this was presumably a typographical error since there was no foregoing Table 7. Thus, Pioneer understands the Decision to be referencing Tables 5 and 6.
24 Final Ruling at 9-10.
19 Wind 4,270 47 -
Wind on New Out-of-State Transmission 4,828 53 30
Offshore Wind 4,707 52 40
Utility-Scale Solar 21,794 240 212
Battery Storage 17,742 195 159
Pumped (long-duration) Storage25 1,000 11 8
Shed Demand
Response 767 8 -
Pioneer has
procured, but the
contract expires by
2035
Pioneer’s proportional share of the PSP New Resources and the resources reflected in Pioneer’s 25 MMT Portfolio are relatively aligned; however, Pioneer’s 25 MMT Conforming Portfolio reflects a lower level of new resource procurement due to Pioneer’s size and related cost/rate considerations while still ensuring Pioneer meets its prescribed portfolio targets. Additionally, Pioneer has selected a much higher than proportional amount of biomass, both new and existing.

Pioneer has selected this resource because of its desire to reduce the risk of high carbon-emitting wildfires, contribute to its local economy through local procurement, and its commitment to providing other benefits (e.g., SB 1383 contributions) where possible to its service territory in the foothills of the Sierra. Furthermore, due to its baseload deliverability and a higher-than-average capacity factor than wind or solar, a smaller MW amount of biomass provides a much better fit for Pioneer’s portfolio compared to the MWs of solar or wind. b. Preferred Conforming Portfolios
ii. 30 MMT Preferred Conforming Portfolio
As demonstrated in Appendix A: Table 1 to Pioneer’s IRP, Pioneer’s 30 MMT PCP consists of a combination of:
• Gas
• Biomass
• Geothermal
• Wind
• Wind on New-Out-of-State Transmission
• Offshore Wind
• Utility-Scale Solar
• Hybrid Solar/Storage
25 See footnote 21, supra.
20 • Pumped (Long-Duration) Storage
• Shed Demand Response
As stated above, in accordance with Section 454.51(b)(3), Pioneer’s governing board has determined that the resource mix in 30 MMT PCP achieves “economic, reliability, environmental, security, and other benefits and performance characteristics that are consistent with the goals set forth in [Section] 454.51(a)(1)].” Pioneer prefers the 30 MMT PCP over the 25 MMT PCP, discussed in the next section. The 30 MMT PCP continues Pioneer toward substantial emissions reductions, but also provides a diverse and reliable portfolio, while moderating cost impacts to customers. These benefits and characteristics are discussed in the following sections.

GHG Reduction Goals
Pioneer’s 30 MMT PCP achieves results and performance characteristics consistent with the Section 454.52(a)(1)(A) goal of meeting the Commission’s 30 MMT GHG reduction benchmark (38 MMT GHG by 2030).26 The 2035 emissions from Pioneer’s 30 MMT PCP are slightly less than Pioneer’s load-proportional share of the 30 MMT by 2035 emissions target. Pioneer’s proportional share of the 30 MMT GHG target is 0.2160 MMT. According to the Commission’s emissions calculator, Pioneer’s 30 MMT PCP would account for 0.2059 MMT in 2035 emissions, which is slightly less than the reductions target.

Renewable Energy
Pioneer’s 30 MMT PCP achieves results and performance characteristics consistent with the Section 454.52(a)(1)(B) goal of ensuring that portfolios are composed of at least 60% eligible renewable resources by 2030. In 2030, Pioneer’s 30 MMT PCP would consists of 69% eligible renewable energy and in 2035, Pioneer’s 30 MMT PCP would consist of 76% eligible renewable generation, which both exceed the 60% requirement.

Enable Each Electrical Corporation to Fulfill Its Obligation to Serve Customers at Just and Reasonable Rates
Pioneer’ rates are currently set at approximately 6-10% below PG&E’s rates, depending on the County. As detailed in Section III(e) below, Pioneer is committed to serving our customers at reasonable rates. In addition to setting rates that are competitive with PG&E, Pioneer works to minimize rate volatility by constructing a balanced and conservatively hedged power supply portfolio, building investment-grade level financial reserves, and minimizing rate changes to once per year when possible.

Minimizing Bill Impact
Pioneer’s 30 MMT PCP achieves results and performance characteristics consistent with the Section 454.52(a)(1)(D) goal of minimizing the impact of planned procurement on ratepayers’ bills. Pioneer’s 30 MMT PCP portfolio consists primarily of renewable resources that qualify under a least cost, best fit procurement strategy, including a proportionally much larger amount of biomass.
26 See D.22-02-004 at 105.
21 Pioneer has selected this resource because of its desire to reduce the risk of high carbon-emitting wildfires, contribute to its local economy through local procurement, and its commitment to providing other benefits (e.g., SB 1383 contributions) where possible to its service territory in the foothills of the Sierra. Furthermore, due to its baseload deliverability and a higher-than-average capacity factor than wind or solar, a smaller MW amount of biomass provides a much better fit for Pioneer’s portfolio compared to the MWs of solar or wind. As California develops a new RA paradigm with resources required to meet hourly slice-of-day requirements, Pioneer expects that renewable resources like biomass will become even more valuable as part of the portfolio.

Pioneer prioritizes cost competitiveness, reliability, use of renewable energy and local resource development. Pioneer anticipates that bill impacts will be minimized during its planned portfolio transition as new solar generation projects secured via long-term contract generally have lower net costs than prices paid in the short-term renewable energy markets. Coupling new solar with battery storage increases the capacity value of the projects, displacing the need to buy expensive resource adequacy products, and provides limited dispatchability for the solar generation, minimizing the risk of energy value degradation over time. Further, Pioneer’s 30 MMT PCP minimizes exposure to volatile natural gas prices as well as bill impacts that may result from periodic spikes in fossil fuel prices.

Ensuring System and Local Reliability
Pioneer’s 30 MMT PCP achieves results and performance characteristics consistent with the Section 454.52(a)(1)(E) goal of ensuring system and local reliability. The 30 MMT PCP meets system resource adequacy requirements as detailed in Section III(f). With the adoption of the Central Procurement Entity structure, Pioneer no longer has local resource adequacy requirements since the CPE has taken over the procurement of local resource adequacy capacity within Pioneer’s service area. Pioneer’s portfolio assumes CAM allocations and CAM resources, which incorporate CPE system and flexible capacity allocations, consistent with what is described in the most recently issued CPE procurement allocations.

At this point, uncertainties and initial implementation issues with the PG&E CPE make it difficult for Pioneer to estimate how the CPE structure will change Pioneer’s RA needs. As it has done in the past, and as shown in most state planning studies, Pioneer anticipates that it will meet a portion of its reliability (RA) needs through capacity-only contracts with natural gas plants.

However, these agreements will likely be shorter term (i.e., under five years).

Pioneer has made efforts to contract with alternatives to natural gas facilities. For example, Pioneer has contracted with demand response providers to fulfill a portion of Pioneer’s resource adequacy needs and is exploring additional opportunities for demand response. As mentioned elsewhere, Pioneer is also planning to procure a relatively large share of biomass resources, which will provide capacity that is more predictable and dispatchable than other renewable resources. Pioneer is hopeful that new technologies will be developed that will provide cleaner resources with the reliability characteristics of the existing natural gas fleet, and will continue to investigate any such possible resources, but our commitment to ensure reliable service compels us to contract with natural gas resources for capacity purposes. 22 Ensure that at least 65% of RPS Procurement is From Long-Term Contracts Consistent with Section 454.52(a)(1)(F), Pioneer is on pace to meet the requirement that 65% of its RPS procurement must come from contracts of 10 years or more (i.e., long-term) for each RPS compliance period. For the current compliance period 4, Pioneer has procured 66% from long-term contracts. Additionally, the majority of the resources shown in Pioneer’s 30 MMT portfolio are expected to be acquired through long-term contracts. Pioneer will continue to procure renewables through short-term contracts when opportunities present themselves for cost-efficient procurement and when doing so would reduce any remaining dependency on system power.

Strengthen the diversity, sustainability, and resilience of bulk transmission and distribution systems, and local communities
Pioneer’s 30 MMT portfolio achieves results and performance characteristics that strengthen the diversity, sustainability and resilience of the bulk transmission and distribution systems, as well as local communities, meeting Section 454.52(a)(1)(G). Pioneer’s 30 MMT portfolio relies on procurement from a variety of resource types as well as significant storage resources incorporated in hybrid solar and storage configurations. Pioneer believes that the complementary nature of the solar and storage in hybrid resources makes better use of the existing transmission system. Pioneer carefully evaluates the long-term generation load-matching and congestion risks of new resources and weighs options in the context of its existing supply and net demand on an hourly basis for the full duration of any contract period.

As described below, Pioneer is actively pursuing the procurement of capacity to meet the sub-category requirements of D.21-06-035, which includes long-duration storage, clean-firm resources like biomass or geothermal, and resources to replace the Diablo Canyon Power Plant.

Additionally, Pioneer has recently procured demand response capacity resources, providing additional system diversity, and has also signed agreements for biomass resources. Pioneer is committed to procuring more biomass resources as a method of helping our local communities and because of our unique location in the Sierras. Pioneer is also exploring the addition of iron flow 8-hour battery storage, which would provide another diverse resource to the grid and help Pioneer fulfill its long-duration storage requirements.

Demand-Side Energy Management
Pioneer’s 30 MMT portfolio achieves results and performance characteristics consistent with the Section 454.52(a)(1)(G) goal of enhancing demand-side energy management. Pioneer continues to explore and pursue demand-side management programs such as demand response, energy efficiency, and behind the meter energy storage solutions. As part of Pioneer’s procurement toward D.21-06-035, as discussed in more detail in Section IV(a), Pioneer has contracted for demand response resources to meet a portion of its requirements.

Minimizing Localized Air Pollutants with Emphasis on Disadvantaged Communities (“DACs”)
Pioneer’s 30 MMT portfolio achieves results and performance characteristics consistent with the Section 454.52(a)(1)(l) goal of minimizing localized air pollutants and other GHG emissions with early priority on disadvantaged communities. Pioneer’s 30 MMT portfolio relies primarily 23 on renewable generation and hydroelectric generation, and this portfolio is expected to exhibit relatively low GHGs and localized air pollution emissions. Pioneer’s 30 MMT portfolio minimizes Pioneer’s reliance on unspecified system power, instead opting for renewable and hydroelectric generation procurement/development whenever feasible. Results from the CSP tool indicate the following localized air pollutants associated with Pioneer’s 30 MMT portfolio in 2035:
• NOx: 246 tonnes/year
• PM 2.5: 85 tonnes/year
• SO2: 30 tonnes/year
These emissions are expected to result from the planned use of system energy and biomass energy in the 30 MMT PCP, as well as emissions from Combined Heat and Power (“CHP”) resources and system energy assigned to the Pioneer portfolio by the CSP tool. In evaluating new biomass resources, Pioneer will prioritize development outside of DACs to the greatest practical extent.
iii. 25 MMT Preferred Conforming Portfolio
As demonstrated in Appendix A: Table 2 to Pioneer’s IRP, Pioneer’s 25 MMT Preferred Conforming Portfolio consists of a combination of:
• Gas
• Biomass
• Geothermal
• Wind
• Wind on New-Out-of-State Transmission
• Offshore Wind
• Utility-Scale Solar
• Hybrid Solar/Storage
• Pumped (Long-Duration) Storage
• Shed Demand Response.

As stated above, in accordance with Section 454.51(b)(3), Pioneer’s governing board has determined that the resource mix in its 25 MMT PCP achieves “economic, reliability, environmental, security, and other benefits and performance characteristics that are consistent with the goals set forth in [Section] 454.51(a)(1)].” These benefits and characteristics are discussed as follows. As mentioned above, Pioneer prefers the 30 MMT PCP over the 25 MMT PCP, due to Pioneer’s view that the 30 MMT PCP provides a better balance between emissions reductions, reliability, and cost.

GHG Reduction Goals
Pioneer’s 25 MMT PCP achieves emissions equal to Pioneer’s proportional share of the PSP.

Pioneer’s Proportional Share of the PSP 25 MMT benchmark for 2035 is 0.173 MMT.

According to the Commission’s emissions calculator, Pioneer’s 25 MMT portfolio would 24 account for 0.161 MMT in 2035 emissions, an amount slightly less than the stated benchmark.

As noted above, Pioneer prefers the 30 MMT PCP over the 25 MMT PCP due to higher customer costs associated with the 25 MMT PCP and provides this portfolio which is generally in line with the 25 MMT GHG Benchmark.

Renewable Energy
Pioneer’s 25 MMT portfolio achieves results and performance characteristics that are consistent with the Section 454.52(a)(1)(B) goal of ensuring that portfolios are comprised of at least 60% eligible renewable resources by 2030. In 2030, Pioneer’s 25 MMT PCP would consist of approximately 68% eligible renewable generation, and in 2035 Pioneer’s 25 MMT PCP would consist of approximately 75% eligible renewable generation, both of which meaningfully exceeds the 60% target.

Enable Each Electrical Corporation to Fulfill Its Obligation to Serve Customers at Just and Reasonable Rates
Pioneer’s rates are currently set at approximately 6-10% below PG&E’s rates, depending on the County. As detailed in Section III(e) below, Pioneer is committed to serving our customers at reasonable rates. In addition to setting rates that are competitive with PG&E, Pioneer works to minimize rate volatility by constructing a balanced and conservatively hedged power supply portfolio, building investment-grade level financial reserves, and minimizing rate changes to once per year when possible.

Minimizing Bill Impact
Pioneer’s 25 MMT PCP achieves results and performance characteristics consistent with the Section 454.52(a)(1)(D) goal of minimizing the impact of planned procurement on ratepayers’ bills. Pioneer’s 25 MMT PCP portfolio consists primarily of renewable resources that qualify under a least cost, best fit procurement strategy, including a proportionally much larger amount of biomass.

Pioneer has selected this resource because of its desire to reduce the risk of high carbon-emitting wildfires, contribute to its local economy through local procurement, and its commitment to providing other benefits (e.g., SB 1383 contributions) where possible to its service territory in the foothills of the Sierra. Furthermore, due to its baseload deliverability and a higher-than-average capacity factor than wind or solar, a smaller MW amount of biomass provides a much better fit for Pioneer’s portfolio compared to the MWs of solar or wind. As California develops a new RA paradigm with resources required to meet hourly slice-of-day requirements, Pioneer expects that renewable resources like biomass will become even more valuable as part of the portfolio.

As California develops a new RA paradigm with resources required to meet hourly slice-of-day requirements, Pioneer expects that renewable resources like biomass will become even more valuable as part of the portfolio.

Pioneer prioritizes cost competitiveness, reliability, use of renewable energy and local resource development. Pioneer anticipates that bill impacts will be minimized as new solar generation projects secured via long-term contracts generally have lower net costs than prices paid in short- 25 term renewable energy markets. Coupling new solar with battery storage increases the capacity value of these projects, displacing the need to buy expensive resource adequacy products and providing limited dispatchability for the solar generation itself, which minimizes the risk of energy value degradation over time. Further, Pioneer’s 25 MMT PCP minimizes exposure to volatile natural gas prices and bill impacts that may result from periodic spikes in fossil fuel prices.

Ensuring System and Local Reliability
Pioneer’s 25 MMT portfolio achieves results and performance characteristics consistent with the Section 454.52(a)(1)(E) goal of ensuring system and local reliability. The 25 MMT PCP meets system resource adequacy requirements as detailed in Section III(f). With the adoption of the CPE structure, Pioneer no longer has local resource adequacy requirements since the CPE has taken over the procurement of local resource adequacy capacity within Pioneer’s service area, pursuant to D.20-06-002. Pioneer’s portfolio assumes CAM allocations and CAM resources, which incorporate CPE system and flexible capacity allocations, consistent with what is described in the most recently issued CPE procurement allocations.

At this point, uncertainties and initial implementation issues with the PG&E CPE make it difficult for Pioneer to estimate how the CPE structure will change Pioneer’s RA needs. As it has done in the past, and as shown in most state planning studies, Pioneer anticipates that it will meet a portion of its reliability (RA) needs through capacity only contracts with natural gas plants.

However, these agreements will likely be shorter term (i.e., under five years).

Pioneer has made efforts to contract with alternatives to natural gas facilities. For example, Pioneer has contracted with demand response providers to fulfill a portion of Pioneer’s resource adequacy needs and is exploring additional opportunities for demand response. As mentioned elsewhere, Pioneer is also planning to procure a relatively large share of biomass resources, which will provide capacity that is more predictable and dispatchable than other renewable resources. Pioneer is hopeful that new technologies will be developed that will provide cleaner resources with the reliability characteristics of the existing natural gas fleet, and will continue to investigate any such possible resources, but our commitment to ensure reliable service compels us to contract with natural gas resources for capacity purposes.

Ensure that at least 65% of RPS Procurement is From Long-Term Contracts Consistent with Section 454.52(a)(1)(F), Pioneer is on pace to meet the requirement that 65% of its RPS procurement must come from contracts of 10 years or more (i.e., long-term) for each RPS compliance period. For the current compliance period 4, Pioneer has procured 66% from long-term contracts. Additionally, the majority of the resources shown in Pioneer’s 25 MMT portfolio are expected to be acquired through long-term contracts. Pioneer will continue to procure renewables through short-term contracts when opportunities present themselves for cost-efficient procurement and when doing so would reduce any remaining dependency on system power.

Strengthen the diversity, sustainability, and resilience of bulk transmission and distribution systems, and local communities
26 Pioneer’s 25 MMT portfolio achieves results and performance characteristics that strengthen the diversity, sustainability and resilience of the bulk transmission and distribution systems, as well as local communities, meeting Section 454.52(a)(1)(G). Pioneer’s 25 MMT portfolio relies on procurement from a variety of resource types as well as significant storage resources, incorporated in hybrid solar and storage configurations. Pioneer believes that the complementary nature of the solar and storage in hybrid resources makes better use of the existing transmission system. Pioneer carefully evaluates the long-term generation load-matching and congestion risks of new resources and weighs options in the context of its existing supply and net demand on an hourly basis for the full duration of any contract period.

As described below, Pioneer is actively pursuing the procurement of capacity to meet the sub-category requirements of D.21-06-035, which includes long-duration storage, clean-firm resources like biomass or geothermal, and resources to replace the Diablo Canyon Power Plant.

Additionally, Pioneer has recently procured demand response capacity resources, providing additional system diversity, and Pioneer has also signed agreements for biomass resources.

Pioneer is committed to procuring more biomass resources as a method of helping our local communities and because of our unique location in the Sierras. Pioneer is also exploring the addition of iron flow 8-hour battery storage, which would provide another diverse resource to the grid and help Pioneer fulfill its long-duration storage requirements.

Demand-Side Energy Management
Pioneer’s 25 MMT portfolio achieves results and performance characteristics consistent with the Section 454.52(a)(1)(H) goal of enhancing demand-side energy management. Pioneer continues to explore and pursue demand-side management programs such as demand response, energy efficiency, and behind the meter energy storage solutions. As part of Pioneer’s procurement toward D.21-06-035, as discussed in more detail in Section IV(a), Pioneer has contracted for demand response resources to meet a portion of its requirements.

Minimizing Localized Air Pollutants with Emphasis on DACs Pioneer’s 25 MMT portfolio achieves results and performance characteristics consistent with the Section 454.52(a)(1)(l) goal of minimizing localized air pollutants and other GHG emissions with early priority on disadvantaged communities. Pioneer’s 25 MMT portfolio relies primarily on renewable generation and hydroelectric generation, and this portfolio is expected to exhibit relatively low GHGs and localized air pollution emissions. Pioneer’s 25 MMT portfolio minimizes Pioneer’s reliance on unspecified system power, instead opting for renewable and hydroelectric generation procurement/development whenever feasible.

Results from the CSP tool indicate the following localized air pollutants associated with Pioneer’s 25 MMT portfolio in 2035:
• NOx: 244 tonnes/year
• PM 2.5: 82 tonnes/year
• SO2: 30 tonnes/year
27 These emissions derive from planned use of system energy and biomass energy in the 25 MMT PCP, as well as emissions from CHP resources and system energy assigned to the Pioneer portfolio by the CSP tool. In evaluating new biomass resources, Pioneer will prioritize development outside of DACs to the greatest practical extent. c. GHG Emissions Results
Pioneer used its load-based proportional share of the 30 and 25 MMT GHG Benchmark to determine the emissions compliance for its 30 MMT PCP and its 25 MMT PCP. Pioneer’s assigned load proportional share of the 30 MMT benchmark is 0.216 MMT. Based on the 30 MMT version of the CSP calculator, Pioneer’s 30 MMT portfolio would result in total 2030 GHG emissions of 0.206 MMT, slightly less than Pioneer’s assigned share of the 30 MMT GHG reduction benchmark.

Pioneer’s assigned load-proportional share of the 25 MMT benchmark is 0.173 MMT. Based on the 25 MMT version of the CSP calculator, Pioneer’s 25 MMT portfolio would result in total 2035 GHG emissions of 0.161 MMT, which is slightly less than its assigned load-proportional share of the 25 MMT benchmark.

Since Pioneer’s projected emissions are relatively aligned with its proportional share of emissions in the 30 and 25 MMT GHG Benchmarks, and favors the 30 MMT PCP, Pioneer does not anticipate negative grid reliability impacts.
d. Local Air Pollutant Minimization and Disadvantaged Communities i. Local Air Pollutants
The 30 MMT version of the CSP calculator estimates the following emissions associated with Pioneer’s 30 MMT portfolio:

Table 5: 30 MMT Portfolio Air Pollutants
Emissions Total Unit 2024 2026 2030 2035
PM2.5 tonnes/yr 54 95 87 85
SO2 tonnes/yr 18 33 31 30
NOx tonnes/yr 156 269 252 246
The 25 MMT version of the CSP calculator estimates the following emissions associated with Pioneer’s 25 MMT portfolio:

Table 6: 25 MMT Portfolio Air Pollutants
Emissions
Total Unit 2024 2026 2030 2035
PM2.5 tonnes/yr 54 93 84 82
SO2 tonnes/yr 18 32 30 30
NOx tonnes/yr 156 268 250 244
28 Pioneer’s contribution to air pollutants is a result of system power, its assigned amounts of CHP power and Biogas, and its Biomass resources. The tables below show the portion of load that is being served from fossil fuel resources and system power each year for the respective portfolios.

Table 7: 30 MMT Portfolio Demand, Fossil Fuel Resources and System Power Demand Summary Unit 2024 2026 2030 2035
Managed Retail Sales Forecast
(assigned to LSE)
GWh 1,905 1,927 1,986 2,090
Demand (at generator bus-bar) GWh 2,056 2,080 2,145 2,257 LSE Supply, before curtailment and
exports
GWh 1,601 1,388 1,775 2,084
Net Purchases, before curtailment and
exports
GWh 455 692 370 173
Curtailment GWh (21) (11) (85) (178)
Exports GWh (18) (15) (44) (65)
Zero Emissions Power From System GWh 0 1 0 -
Net System Power (incurs emissions) GWh 494 716 499 416 Percent of Demand from Net System Power 24% 35% 23% 18% Table 8: 25 MMT Portfolio Demand, Fossil Fuel Resources and System Power Demand Summary Unit 2024 2026 2030 2035
Managed Retail Sales Forecast
(assigned to LSE)
GWh 1,905 1,927 1,986 2,090
Demand (at generator bus-bar) GWh 2,056 2,080 2,145 2,257 LSE Supply, before curtailment and
exports
GWh 1,598 1,416 1,962 2,244
Net Purchases, before curtailment and
exports
GWh 458 665 183 13
Curtailment GWh (18) (12) (104) (212)
Exports GWh (15) (17) (66) (78)
Zero Emissions Power From System GWh 0 1 1 0
Net System Power (incurs emissions) GWh 491 693 353 303 Percent of Demand from Net System Power 24% 33% 16% 13% Pioneer discusses its plans to reduce reliance on system power in Section IV, Action Plan. ii. Focus on Disadvantaged Communities
Pioneer’s IRP is consistent with the goal of minimizing local air pollutants, with early priority on DACs. As defined by the CalEPA’s designation, a Disadvantaged Community includes four categories:
29 • Census tracts receiving the highest 25 percent of overall scores in CalEnviroScreen 4.0 (1,984 tracts).
• Census tracts lacking overall scores in CalEnviroScreen 4.0 due to data gaps but receiving the highest 5 percent of CalEnviroScreen 4.0 cumulative pollution burden scores (19 tracts).
• Census tracts identified in the 2017 DAC designation as disadvantaged, regardless of their scores in CalEnviroScreen 4.0 (307 tracts).
• Lands under the control of federally recognized Tribes.

Pioneer does not serve any customers within the first three categories. Pioneer does serve certain tribal areas, which include reservations or off-reservation trust land associated with the Shingle Springs Rancheria and the Auburn Rancheria, as represented in the following figures. 30 Figure 2: Shingle Springs Rancheria Map
The Shingle Springs Rancheria lands are located within the following census tracks:
• 6017030902: CalEnviroScreen 4.0 percentile of 7, among the lowest 10% of census tracks.
• 6017030804: CalEnviroScreen 4.0 percentile of 23, among the lowest 40% of census tracks.

Figure 3: Lincoln Map
31 Figure 4: Auburn Rancheria Map
The Auburn Rancheria lands are located within the following census tracks:
• 6061020502: CalEnviroScreen 4.0 percentile of 7, among the lowest 10% of census tracks.
• 6061023200: CalEnviroScreen 4.0 percentile of 10, among the lowest 20% of census tracks.
• 6061021304: CalEnviroScreen 4.0 percentile of 28, among the lowest 40% of census tracks.

Within these relatively limited tribal areas, Pioneer serves approximately 100 residential and commercial customer accounts, which represents less than 1% of Pioneer’s total customer base.27 Power Procurement in DACs
Pioneer does not currently procure electricity directly from any natural gas or other fossil fuel power plants. However, Pioneer recognizes the need to help mitigate the impacts of air pollution in regions of the state where communities have been disproportionately impacted by the existing generating fleet and the need for economic development in areas with high unemployment and poverty.

Pioneer additionally evaluated its indirect impact on disadvantaged communities throughout the state. Pioneer projects a need for 23% of system power in 2030, which represents a reduction from the 25% system power share for 2030 in its 2020 IRP. Pioneer’s load has increased 74% in 27 Due to the relatively few customers and small portion of load located in these areas, Pioneer provides approximate values to ensure customer privacy. 32 2030 from that shown in the 2020 IRP, but its Net System Power has only increased 59%. While Pioneer strives to reduce its dependence on resources that emit GHGs and other local pollutants, Pioneer must also balance that goal against reliability and affordability, which is what Pioneer has strived to do in its 30 MMT and 25 MMT PCPs.

LSE Activities and Programs Impacting DACs
Pioneer’s rates provide bill savings of approximately 6-10% compared to PG&E’s rates, depending on the County. While not specific to DACs, this bill savings provides needed relief to low-income customers, as well as customers that may not otherwise qualify for programs but are still cost sensitive.

Additionally, Pioneer provides or participates in several programs to provide cost savings to vulnerable customers. For example, Pioneer participates in the California Alternate Rates for Energy (“CARE”) and Family Electric Rate Assistance (“FERA”) programs, which includes approximately 10,000 customers. CARE customers save approximately 30-35% on their total bill. Pioneer also participates in the medical baseline program, which gives residential customers with qualified medical devices or conditions a higher usage base at the lowest rate available on their rate schedule. Pioneer also participates in the Arrearage Management Plan (“AMP”), which may forgive 1/12th of a customer’s overall debt for each month a payment is made on time.

Additionally, Pioneer has a Low-Income Home Energy Assistance Program (“LIHEAP”), which provides income-qualified households with financial assistance to meet immediate heating or cooling needs. LIHEAP assistance may include one-time financial assistance for disconnecting notices or potentially life-threatening situations like the replacement of a combustible applicable and other energy support programs.
e. Cost and Rate Analysis
Pioneer’s 30 MMT and 25 MMT portfolios are reasonable from a cost perspective. In selecting resources for its portfolios, Pioneer carefully considered the cost implications of specific resource selections and procurement timing. This analysis was informed by Pioneer’s procurement experience and the standard assumptions and results of the Commission’s RESOLVE/SERVM modeling.

Pioneer strives to keep customer costs as low as possible. This is reflected both in the resources procured and in the timing of those procurements. Pioneer employs risk-management that considers risk associated with under-procurement, as well as risks of potential over-procurement which could occur from unforeseen changes in load. Risk management also involves assessing the currently available technologies, expected technological developments, and potential for radically different technologies in the future. The assessment of potential resources is not strictly on price issues but includes information on how well the resources match the specific needs of Pioneer’s customers’ load. For example, solar resources are often the least expensive on a simple cost per MWh basis, but other resources which may cost more on a simple MWh basis may provide additional benefits in terms of RA capacity, better matching Pioneer’s load profile, or 33 serving the needs of the communities that Pioneer serves. An example of such procurement is Pioneer’s emphasis on biomass resources in its portfolio.

In general, Pioneer sought to balance the need to procure resources with enough lead time to meet Pioneer’s LSE-specific procurement needs and Commission-identified overall system new resource needs with potential cost-savings for customers. Pioneer also recognizes that future resource costs are highly uncertain, and technological advancement can happen unexpectedly; Pioneer’s procurement cycle is designed to take advantage of technological and cost improvements by incrementally adding new resource commitments over time.

Pioneer’s PCPs also take advantage of the fact that, compared to the IOUs, CCAs often have significantly shorter generation project development timelines, in part due to the fact that CCAs do not require Commission approval of such projects. These shorter timelines result in significant direct savings and give Pioneer more flexibility to time its procurement activities in a way that takes advantage of these accelerated procurement timeframes.

Pioneer continuously monitors the energy markets and reassesses current market prices, expected future prices, technological progress, and its expected needs. When opportunities arise Pioneer will take advantage of them.

Pioneer’s analysis of the price difference between the two PCPs is based on the 25 MMT portfolio’s additional 163 GWh of hydro resources. Using our current estimate of $5 per MWh adder for the GHG-free energy provided by hydro resources and escalating this at 3% for 13 years until 2035 we estimate the 2035 premium for GHG-free at approximately $7.34 which provides for an additional cost of the 25 MMT PCP of $1.2 million annually. Using the forecasted retail load of 2,090 GWh in 2035 the impact on rates of the 25 MMT PCP would be approximately .06 cents per kWh.
f. System Reliability Analysis
Both Pioneer’s 30 MMT PCP and its 25 MMT PCP are expected to be reliable and will contribute Pioneer’s fair share to system reliability needs.

Pioneer 30 MMT PCP
The effective capacity of Pioneer’s 30 MMT PCP is provided in the following “System Reliability Progress Tracking Table” from the 30 MMT Resource Data Template dashboard (note that the row containing peak demand is confidential and has been excluded from this table).

The net qualifying capacity for the month of September is shown for each year in the following table
34 Table 9: System Reliability Progress Tracking, September 30 MMT PCP Contract Status Resource Type 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Online utility_pv 3 3 4 3 3 3 2 2 2 2 2 2
Online 4hr_batteries 6 6 6 5 5 5 5 4 4 3 3 3
Online demand_response 11 11 11 9 8 7 7 6 5 2 1 1
Online hydro 69 12 12 11 11 10 10 10 - - - -
Online geothermal 8 8 8 8 8 8 8 8 - - - -
Online gas_cc 198 280 286 261 211 214 218 220 181 194 201 206 Online gas_ct 38 38 - - - - - - - - - -
Online cogen 2 1 0 - - - - - - - - -
Development hybrid 53 54 55 51 47 45 43 39 36 32 29 25
Development utility_pv 3 3 3 3 3 2 2 2 2 2 2 2
Development 4hr_batteries 0 1 1 1 1 1 1 1 1 1 1 1
Development demand_response 8 8 8 7 6 5 5 5 4 - - -
PlannedExisting in_state_wind_south 4 4 4 3 2 2 2 2 2 1 1 1 PlannedExisting hydro - - - - - - - - 10 9 9 9
PlannedExisting biomass_wood 21 6 32 32 32 31 31 32 32 33 33 34 PlannedNew hybrid - - - - 47 45 43 39 72 65 57 50
PlannedNew out_of_state_wind_WYID - - - 11 12 9 7 7 8 8 9 9 PlannedNew offshore_wind - - - - - - - - 15 14 14 13
PlannedNew 8hr_batteries - - 7 7 7 7 7 7 6 6 6 6
PlannedNew geothermal - - - 9 9 9 9 9 9 9 9 10
PlannedNew biomass_wood - - 10 10 10 10 10 10 10 10 11 11 LSE total supply (effective MW) 423 435 449 433 421 415 411 405 399 393 389 381 btm_pv 16 18 20 18 15 14 12 13 14 16 17 19
LSE total supply (effective MW) 438 453 468 451 436 429 423 417 413 409 406 400 LSE reliability need (MW) 438 453 468 451 436 429 423 417 413 409 406 400 Net capacity position (+ve = excess, -ve =
shortfall) (effective MW)
- - - - - - - - - - - -
35 As demonstrated in Table 9, Pioneer’s 30 MMT PCP contributes 381 MW of peak monthly NQC in 2035. Combined with Pioneer’s allocation of 19 MW of behind-the-meter PV, this makes for an LSE total supply of 400 MW. As shown in the table above, this NQC equals Pioneer’s reliability need. Of this total,126 MW are related to new renewable and hybrid resources as well as new short- and long-duration storage resources. Pioneer’s 30 MMT PCP includes planned contracts with existing resources, which are expected to include resources within the existing natural gas generator fleet, for a total of 206 MW of NQC.28 This balanced portfolio of flexible capacity works to effectively and reliably integrate a renewables-heavy portfolio, thus exceeding Pioneer’s share of any system-wide renewable integration resource requirements.

Pioneer 25 MMT PCP
The effective capacity of Pioneer’s 25 MMT PCP is provided in the following “System Reliability Progress Tracking Table” from the 25 MMT Resource Data Template dashboard (note that the row containing peak demand is confidential and has been excluded from this table).

The net qualifying capacity for the month of September is shown for each year in the following table:
28 This number 206 MW is NQC from the Reliability tab. Above we indicate we plan on 224 MW of NG generation. The difference is due to the ELCC for the generation. 36 Table 10: System Reliability Progress Tracking, September, 25 MMT PCP Contract Status Resource Type 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 Online utility_pv 4 4 4 3 3 3 2 2 2 2 2 2
Online 4hr_batteries 5 6 6 5 5 5 6 5 4 4 3 3
Online demand_response 9 10 10 9 9 10 11 9 7 3 2 1
Online hydro 61 11 11 11 11 11 11 11 - - - -
Online geothermal 8 8 8 8 8 8 8 8 - - - -
Online gas_cc 198 274 284 257 206 214 223 223 173 188 196 201 Online gas_ct 38 39 - - - - - - - - - -
Online cogen 2 1 0 - - - - - - - - -
Development hybrid 53 53 51 51 48 50 51 46 41 36 30 25
Development utility_pv 4 4 4 3 3 2 2 2 2 2 2 2
Development 4hr_batteries 0 1 1 1 1 1 1 1 1 1 1 1
Development demand_response 7 7 7 7 7 7 8 6 5 - - -
PlannedExisting in_state_wind_south 3 3 4 4 4 2 2 2 2 2 1 1 PlannedExisting hydro - - - - - - - - 10 10 10 9
PlannedExisting biomass_wood 21 6 31 31 31 31 31 31 32 32 33 34 PlannedNew hybrid - - - - 48 50 51 46 82 71 61 50
PlannedNew out_of_state_wind_
WYID
- - - 11 10 10 10 10 10 9 9 9
PlannedNew offshore_wind - - - - - - - - 20 17 15 13
PlannedNew 8hr_batteries - - 7 7 7 7 7 7 6 6 6 6
PlannedNew geothermal - - - 9 9 9 9 9 9 9 9 10
PlannedNew biomass_wood - - 10 10 10 10 10 10 10 10 10 11 LSE total supply (effective MW) 413 427 441 429 418 431 445 430 417 403 391 375 btm_pv 9 9 9 11 14 13 12 13 15 16 17 19
LSE total supply (effective MW) 423 436 450 440 432 444 457 443 432 419 408 394 LSE reliability need (MW) 423 436 450 440 432 444 457 443 432 419 408 394 Net capacity position (+ve = excess, -
ve = shortfall) (effective MW)
- - - - - - - - - - - -
37 As demonstrated in Table 10, Pioneer’s 25 MMT PCP contributes 375 MW of peak monthly NQC in 2035. Combined with Pioneer’s allocation of 19 MW of behind-the-meter PV, this makes for an LSE total supply of 394 MW. As shown in the table above, this NQC equals Pioneer’s reliability need. Of this total, 125 MW are related to new renewable and hybrid resources as well as new short- and long-duration storage resources. Pioneer’s 25 MMT PCP includes planned contracts with existing resources, which are expected to include resources within the existing natural gas generator fleet, for a total of 201 MW of NQC29. This balanced portfolio of flexible capacity works to effectively and reliably integrate a renewables-heavy portfolio, thus exceeding Pioneer’s share of any system-wide renewable integration resource requirements.
g. High Electrification Planning
Under the Commission’s High Electrification (“HE”) Transmission Portfolio Planning (“TPP”) case, the increase in loads remain small through 2030. System peak load in 2030 under the HE TPP case is only 1.5% higher than in the standard case, and the load is only 3.7% higher. For Pioneer, this translates into an additional 7 MW of peak demand and 74 GWh of additional load.

By 2035 the impacts are higher, with peak load 5.8% or 28 MW higher, and load is 14.4% or 300 GWh higher. In 2045, peak load is estimated to be 20.2% higher and load is estimated to be

21.5% higher. Because these increases in the near future are small, Pioneer expects it will have time to see how the high electrification situation impacts load before deciding on any additional procurement. Pioneer anticipates that it might procure additional resources in the 2030-2035 time frame and may meet earlier needs by potentially moving up some of the procurement it already has in its plans.

In considering how it might meet any additional needs during the 2030-2035 or later time frame, Pioneer desires to further diversify its portfolio. At this time, it seems that the best option would be to add additional offshore wind to the portfolio. By 2030-2035, the expected offshore resources should be well on their way to being developed and high-capacity values of offshore wind, as compared with other wind and solar resources, along with its complementary nature to the solar hybrid resources that are currently in Pioneers projected portfolio, make offshore wind the best choice for Pioneer.

Pioneer has already included 40 MW of Diablo Canyon Offshore Wind in its portfolios. For any additional offshore wind Pioneer would look to source from a different location in order to ensure additional diversity in its portfolio. Pioneer would look to procure the additional offshore wind from the Humboldt Bay Offshore CREZ as this would achieve the greatest amount of diversity. If Humboldt Bay Offshore Wind is not available, Pioneer would consider an alternative location at Morro Bay.
29 This number 201 MW is NQC from the Reliability tab. Above, we indicate we plan on 220 MW of NG generation. The difference is due to the ELCC for the generation. 38 Table 11: High Electrification Planning by 2035
Resource
Type
MWs Annual
GWh
2035
GHG
Target
Transmission
Zone
Substation/
Bus
Alternative
Location
Note
Humboldt
Bay
Offshore
Wind
60 289 Both - - Morrow
Bay
At this time, it is
not realistic to
project the
Transmission Zone
or Substation/Bus
for new resources
tentatively planned
for 2030+.
h. Existing Resource Planning
Pioneer is a CCA which has been expanding. Pioneer’s last IRP reflected its new status by mostly including existing resources. Over the last several years, Pioneer has increased its procurement of new resources as its load expands and it gains experience in contracting for new resources. Pioneer’s PCPs still reflect a sizeable number of existing resources, but much of this is already under contract and Pioneer anticipates renewing existing contracts. Indeed, several of the contracts that Pioneer has already signed for resources either online or soon to be online would expire before 2035, so the portfolio includes renewals of these contracts.

Existing resources that Pioneer plans to contract with are generally resources that Pioneer expects to be available. Pioneer has chosen these resources because of their lower delivery risks compared to new resources. However, Pioneer recognizes that there is a risk that these existing resources may not be available to meet Pioneer’s plans. Pioneer’s portfolios attempt to balance out these competing risks, and, as Pioneer has explained elsewhere in this document, Pioneer does not view its proposed portfolio as written in stone, but rather a map to followed. Pioneer is always ready to change its path should the energy market change. If expected existing resources are not available, Pioneer will consider other possible alternatives. Even if the existing resources are available, Pioneer may procure new resources if doing so would reduce emissions or reduce costs.

In Pioneer’s portfolio, the main existing resources that are not already under contract with Pioneer are in-state large hydro and wind and Northwest hydro. These are resources that in Pioneer’s experience have been generally available and meet the needs of Pioneer’s customers for carbon-free energy at competitive prices with minimal risks. i. Hydro Generation Risk Management
In developing its portfolios, Pioneer took several steps to manage the risk of reduced hydro availability that may result from future in-state drought. First, Pioneer has developed a network of Pacific Northwest-based hydroelectric power suppliers, including entities that have substantial Asset Controlling Supplier (“ACS”) supply and are thus able to sell firm low-carbon supply to 39 Pioneer. Pioneer’s PCP includes hydroelectric resources located within California as well as imported hydroelectric power from the Pacific Northwest. The amount of in-state large hydro includes both the amount from the GHG-free allocation provided by PG&E (25.09 MW in both cases), as well as planned hydro procurement in the Pioneer portfolio. Second, Pioneer prioritizes hydroelectric contracts with marketers that provide firm delivery volumes, helping to reduce the planning uncertainty associated with drought and variable hydroelectric conditions within California. Third, Pioneer’s planned use of hydroelectric supply within its 30 MMT PCP is less than Pioneer’s proportionate amount per the PSP (see table below). For its 25 MMT PCP, Pioneer increased its planned use of hydroelectricity, which could be at risk under certain drought conditions, but even in the 25 MMT PCP Pioneer’s amount of hydro resources are very close to its proportional share of the PSP amounts. However, under both portfolios, due to Pioneer’s small hydroelectric needs, Pioneer will have a greater probability of filling its annual positions than other, larger LSEs. With that noted, under a drought scenario or in the event that other factors restrict the availability of hydroelectricity and Pioneer is unsuccessful in filling related shortfalls through short-term contracting opportunities, Pioneer would plan to substitute with renewable energy resources to ensure it meets its assigned GHG benchmark.

Additionally, Pioneer has also contracted with the El Dorado Irrigation District for capacity and energy from two small 11 MW hydroelectric units. This contract will provide valuable experience and information that will allow Pioneer to assess how droughts and potentially climate change will impact the availability of hydroelectric energy.

Table 12: Comparison of Proportional Hydrogeneration to Pioneer’s PCPs Hydro Resource 30 and 25 MMT
PSP MW
Pioneer
Proportionate Share
Pioneer 30

MMT PCP
Pioneer 25 MMT
PCP
CAISO 7072.77 77.81 52.27 79.45
Imports 2851.77 31.37 16.22 32.43
j. Long-Duration Storage Planning
D.21-06-035 included 1000 MW of new long-duration storage to be operational by 2026 or 2028. Pioneer has begun discussions with various suppliers for capacity to meet its D.21-06-035 long-duration storage requirement of 6 MW. These discussions are still in the initial stages, but Pioneer is confident that it will be able to procure long-duration storage with a commercial online date on or before 2028.

In its PCPs, Pioneer has planned for 8 MW of long-duration iron-flow batteries in order to achieve its D.21-06-035 long duration storage requirement of 6 MW, but at this time does not plan to procure additional long-duration storage beyond its D.21-06-035 requirement. Pioneer’s experience in attempting to procure long-duration storage resources is that very few developers are able to meet the current demand within timeframes required by D.21-06-035. Including additional long-duration storage at this point would likely be too speculative. As additional technologies are market-proven and more developers offer long-duration storage, Pioneer will consider further procurement of these resources. Pioneer sees the possibility for substantial benefits from long-duration storage to the grid and for aiding LSEs in compliance with the Commission’s Slide-of-Day reforms to the RA program.
40 k. Clean Firm Power Planning
D.21-06-035 included 1,000 MW of “clean firm” power by 2026 or 2028, of which Pioneer’s proportional share is 6 MW. Pioneer currently plans to procure 12 MW of new biomass “clean firm” power to meet its D.21-06-035 requirements. In its discussions with various biomass providers, Pioneer has determined that it can procure biomass with an annual capacity factor of at least 80%.

Additionally, Pioneer plans to procure an additional 31 MW of existing biomass, and 18 MW of existing and/or new geothermal. Pioneer’s recent experience is that biomass facilities have the ability, in practice, to meet the minimum capacity factor requirement to be considered “firm.” Additionally, biomass facilities otherwise qualify under the RPS program eligibility requirements. As mentioned elsewhere, Pioneer’s unique position in the Sierras provides a natural opportunity to procure biomass facilities that provide a host of benefits to communities within Pioneer’s service area.

Pioneer projects the amounts of biomass and geothermal in its portfolios based on taking advantage of a range of biomass programs. For instance, AB 843 provided CCAs access to the BioMAT program and Pioneer plans to propose further bills that promote biomass projects on a cost-effective basis, as well as increasing CCA access to existing programs.

At this time, Pioneer does not expect to procure biomass or geothermal from resources external to CAISO. However, due to the numerous benefits of these resources, Pioneer may explore such opportunities, assuming they are cost-competitive and there is sufficient transmission capacity to bring those resources to the CAISO grid.]
l. Out-of-State Wind Planning
The Commission’s Preferred System Plan calls for over 4,600 MW of new out-of-state wind generation (“OOS Wind”) to be developed and operational by 2035. Pioneer’s proportional load share of this would be approximately 51 MW, which exceeds the 30 MW included in Pioneer’s PCPs. Pioneer is focusing more of its renewable procurement on biomass for the reasons explained elsewhere in this document. Given this focus, Pioneer believes that the amount of OOS Wind in its PCP is reasonable.

Pioneer understands that the transmission projects needed to connect OOS Wind to the CAISO grid require significant lead-times which is why Pioneer’s PCP puts the OOS Wind contract starting in 2027. This should provide plenty of lead time to ensure the transmission can be built.

Pioneer’s PCP contemplates procuring Wyoming wind because transmission is already being developed to connect Wyoming resources to the CAISO balancing area. In fact, Pioneer understands that the transmission developer in this area has approached the CAISO about joining the CAISO balancing area.
41 m. Offshore Wind Planning
The Commission’s PSP calls for 4,704 MW of new offshore wind generation to be developed and operational by 2035. Since California has little experience with offshore wind development, Pioneer conservatively planned procurement of offshore wind to occur later in the planning horizon, with a focus on the Diablo Canyon area. Pioneer’s 30 MMT PCP projects 40 MW of offshore wind in the Diablo Canyon area. Pioneer is focusing more of its renewable procurement on biomass for the reasons explained elsewhere in this document. Given this focus, Pioneer believes that the amount of Offshore Wind in its PCP is reasonable Pioneer’s focus on Diablo Canyon is due to existing transmission capacity, which is expected to be available when the Diablo Canyon Nuclear Plant retires.30 As explained above, if the High Electrification expectations develop, Pioneer would look to add additional offshore wind in the Humboldt area to add diversity to its portfolio, however Pioneer understands that this may require significant transmission development, which may delay the ability of these resources to come online during the IRP planning period.
n. Transmission Planning
In identifying resource locations for all portfolios, Pioneer was guided by the following considerations:
• Pioneer has a general preference for resources located within its service area and the community it serves, but more generally, within Northern California. • Pioneer prefers projects located in areas that can utilize existing transmission infrastructure with minimal upgrade/modification costs. • Pioneer prefers low-impact renewable energy projects that provide economic benefit to DACs, subject to community interest in siting projects within such locations.

Unlike the IOUs, Pioneer is not a transmission and distribution (“T&D”) system operator.

Pioneer does not enjoy the benefits of a granular knowledge of the PG&E T&D system, or the CAISO grid, and Pioneer is not in the best position to identify optimal resource locations and does not have the expertise in-house to determine the best locations for new resources. In practice, Pioneer relies on project developers to conduct the research and technical studies necessary for siting potential generation projects. Pioneer evaluates projects offered by developers based on a variety of criteria, including transmission availability, nodal prices and potential for congestion, project viability, environmental, workforce, and other factors.

As such, Pioneer generally utilized the PSP selected candidate resources as a guide for likely resource locations in its 30 MMT PCP and 25 MMT PCP. These should be treated as general expectations based on the aforementioned considerations, not definitive selections – actual 30 See e.g., California Energy Commission, 17-MISC-01, Offshore Wind Energy Development off the California Coast, Maximum Feasible Capacity and Megawatt Planning Goals for 2030 and 2045 (August 1, 2022).
42 project locations will be selected during Pioneer’s future solicitation processes. Pioneer believes that the best way to keep costs down during resource solicitations is to not limit the potential locations of the resources. Competition among the responders to resource solicitations ensures that Pioneer can avail itself of the best possible resources, including allowing developers to explore different locations and select what they feel is the best location for their resource considering numerous factors, including the costs of any potential transmission upgrades or curtailment issues. Like most LSEs, Pioneer does not have the necessary resources to examine all possible resource locations to find the optimal one from a transmission perspective but relies on the developers of projects doing just that.

As discussed in prior sections, Pioneer is very nimble in administering pertinent resource planning processes. More specifically, if Pioneer’s expected resource locations become infeasible due to various constraints, or if the Commission’s modeling efforts happen to indicate that certain resource locations are no longer feasible/desirable, then Pioneer would ultimately locate and contract for alternative resources that fall in preferred locations. Pioneer also remains open to interesting opportunities, and should developers find locations that have not been anticipated but through the developer’s analysis offer benefits, Pioneer will consider them without feeling locked into the existing expected locations.

Most of the resources in Pioneer’s PCPs are not expected to require transmission upgrades beyond the standard interconnection process. Pioneer’s procurement process relies on the developer to select appropriate locations and plan any transmission upgrades.

Those resources in Pioneer’s PCP that might require substantial transmission upgrades or new transmission lines are generally planned for much later in time and Pioneer expects that the developers will have determined that the transmission will be available before Pioneer enters into agreements with them. These resources in the Pioneer PCPs would include Out-of-State (i.e., Wyoming) Wind and Offshore Wind. It is obvious that both Offshore and Out-of-State wind will require additional transmission, and this is a part of any discussion of these resources. In addition, in selecting these future resources for its portfolios Pioneer has considered transmission and chosen projects for which any transmission concerns should be minimized or already addressed. Pioneer’s choice of Wyoming Wind was made because of the existing plans for transmission to bring that energy to California; indeed, Pioneer understands that the developers of that transmission have approached the CAISO about having that transmission become part of the CAISO. Pioneer’s choice of Diablo Canyon offshore wind was made because of the existing transmission capacity for the Diablo Canyon Power Plant, and the timing of the contract, starting in 2032, is after Diablo Canyon has retired, even if the plant is extended as recent legislation has proposed.
43 IV. Action Plan
a. Proposed Procurement Activities and Potential Barriers Pioneer has a well-established procurement process that it uses, and will continue to use, to steadily implement its PCP over the coming years (i.e., by 2035). Pioneer’s procurement process includes the following key activities:
• Identification of planned resources by type, desired online date, and capacity. • Planning for procurement activities in consideration of Pioneer’s risk management policy; resource acquisition lead times including, where applicable, development timelines; staff capacity; and financial considerations. • Design and administration of resource solicitations. For new resources, these typically take the form of periodic request for offers processes, while for existing resources, procurement activity is more frequent and routinized.
• Careful negotiation of contract terms to ensure positive outcomes for Pioneer customers with appropriate risk mitigation.
• Ongoing contract management, including where applicable, careful monitoring of development milestones and careful monitoring of generator performance after a resource has achieved commercial operation date (“COD”).
• Conduct and participate in joint CCA solicitations in order to expand procurement opportunities available to Pioneer.
i. Resources to meet D.19-11-016 procurement requirements Pioneer has met its D.19-11-016 procurement requirements. For tranches 1 and 2, Pioneer met its requirements with Calpine Sutter and Edwards Sanborn Solar IV. Each of these resources is contracted and already online. Pioneer will satisfy its Tranche 3 (August 2023) requirement with a demand response product provided by LeapFrog. This contract for demand response includes several phases, however the phase that is being used for D.19-11-016 is already online. At this time, Pioneer does not expect there to be any barriers to meeting these requirements. ii. Resources to meet D.21-06-035 procurement requirements, including:
a. 1,000 MW of firm zero-emitting resource requirements Pioneer’s required portion of firm zero-emitting resources under D.21-06-035 are 6 MW. Pioneer has not yet finalized a resource for this but is examining several possibilities. In its 30 MMT PCP, Pioneer has included 12 MW of new biomass which it expects will meet its D.21-06-035 requirement. Pioneer does not expect any barriers to achieving its D.21-06-035 clean, firm resource requirements and is hoping to finalize a contract for these resources over the next few months. Additionally, Pioneer expects to enter contracts for new geothermal resources, which based on current resource performance, would also appear to meet this requirement. 44 b. 1,000 MW of long-duration storage resource requirements Pioneer’s required portion of long-duration storage resources under D.21-06-035 are 6 MW. At this point, Pioneer expects that an iron-flow battery will supply this need. Pioneer is currently working on filling this need and hopes to finalize a contract in the next few months. Because of the small amount of this type of resource that Pioneer needs, it does not anticipate having any barriers to being able to find candidate resources, but may need additional time to bring the resource online per the extension available in D.21-06-035. c. 2,500 MW of zero-emissions generation, generation paired with storage, or demand response resource requirements
Pioneer’s required portion of zero-emissions generation, generation paired with storage, or demand response resources (i.e., Diablo Canyon Replacement) are 15 MW. Pioneer will meet these requirements with its demand response contracts with LeapFrog and with its contract for Yellow Pine solar and storage. Pioneer does not expect any barriers to meeting this zero-emission generation need since the contracts are already executed. d. All other procurement requirements
Pioneer’s overall D.21-06-035 requirements, excluding the previously discussed Long Lead Time resources (subsections a. and b., above), are 43 MW. Pioneer plans to meet these needs with its previously mentioned LeapFrog demand response contract providing an additional 5 MW, Yellow Pine solar and storage contract providing 35 MW, and most likely an additional solar and storage contract providing the remaining 3 MW. Pioneer does not anticipate any barriers to procuring these resources.
iii. Offshore wind
As mentioned previously in this document, Pioneer is planning to procure 40 MW of Diablo Canyon offshore wind, and potentially another 60 MW from the Humboldt offshore wind if the needs described in the High Electrification case materialize. Pioneer is following the development of these resources, but as the leases for the offshore locations have not been issued, these resources remain somewhat speculative. Pioneer will continue to monitor the development of these resources and when they are offered to LSEs expects to participate in that process.

Should unforeseen barriers arise, there will be sufficient lead time for Pioneer to adjust its portfolios and contract with other appropriate resources. iv. Out-of-state wind
Pioneer’s expected procurement of out-of-state wind resources is still several years out. Pioneer is beginning to examine potential resources and discuss with developers. As explained above, in its 30 MMT and 25 MMT PCPs, Pioneer has included Wyoming wind resources because of the current development status of these resources and the accompanying transmission. Pioneer does not expect any barriers to the procurement of these resources, but should any arise there remains sufficient time for Pioneer to adjust its portfolio.
45 v. Other renewable energy not described above
As previously mentioned, Pioneer’s PCP is not set in stone. Pioneer continually monitors the renewable energy space through requests for offers (“RFOs”) and discussions with developers, as well as monitoring various news reports, and regulatory proceedings, Pioneer is ready to modify its expected portfolio if new resources or specific opportunities arise. Pioneer strives to be a nimble and adaptable energy buyer in order to offer its customers the lowest cost power. vi. Other energy storage not described above
Pioneer expects that except for the long-duration storage required under D.21-06-035, the storage it will acquire will be part of hybrid resources associated with solar resources. Pioneer remains open to considering other possibilities, especially if new storage technologies arise that reduce the costs of storage or situations arise where storage can help fulfill other needs, such as reducing the need for new transmission or distribution. Pioneer will continue to monitor developments in the energy storage markets and adjust its portfolio if advantageous opportunities arise. vii. Other demand response not described above
Pioneer has already contracted with LeapFrog for demand response. Pioneer remains open to other opportunities should they arise, and consistent with the current maximum cumulative capacity (“MCC”) bucket requirements.
viii. Other energy efficiency not described above
Pioneer does not currently have any energy efficiency programs but has formed a Community Programs Advisory Committee that may bring some proposals to the Pioneer Board later this year.
ix. Other distributed generation not described above
Pioneer does not currently have any distributed generation resources but has formed a Community Programs Advisory Committee that may bring some proposals to the Pioneer Board later this year.
x. Transportation electrification, including any investments above and beyond what is included in Integrated Energy Policy Report (IEPR) Pioneer does not currently have any transportation electrification investment plans but has formed a Community Programs Advisory Committee that may bring some proposals to the Pioneer Board later this year.
46 xi. Building electrification, including any investments above and beyond what is included in IEPR
Pioneer does not currently have any building electrification investment plans but has formed a Community Programs Advisory Committee that may bring some proposals to the Pioneer Board later this year.
xii. Other
Pioneer continuously explores new methods of lowering electricity demand and increasing clean energy supply.
b. Disadvantaged Communities
Pioneer has been very active in enhancing the level of service to the above-mentioned DAC’s and all of our income qualified customers.

Pioneer’s board of directors approved the formation of a Community Programs Advisory Committee ("Committee"), made up of private citizens from different regions of the service territory. The Committee will evaluate potential programs and author a final report, which will recommend a variety of programs for board approval. All of these programs will feature enhanced rebates and outreach to the DAC’s and income qualified customers. Some of the programs to be offered to residents, with enhanced rebates, may include electric vehicles (“EV”), onsite level 2 EV chargers, induction cooktops, and heat pump appliances – such as water heaters, space heaters and dryers. These measures will reduce the harmful emissions onsite and remove dangerous gas appliances from homes. As these programs are launched, Pioneer will work with both of tribal leadership of the tribes discussed in Section III(d)(ii) to make all residents aware of new programs. This outreach will be conducted via a variety of channels, such as social media, newsletters, direct mail, and online webinars.

Pioneer is a member of a working group, hosted by the Placer County Air Quality Management District. This working group’s primary purpose is to facilitate and expedite the siting of small biomass facilities in the foothills, near large biomass fuel sources. This will result in a significant reduction in diesel tractor trailer miles driven, and thereby reduce harmful emissions associated with transporting biomass fuel to facilities. The path these vehicles would otherwise travel would include areas in or around both of the designated tribal regions within Pioneer’s service area.

Pioneer strongly supports the region’s desire to place small biomass facilities in high-risk forest waste areas, which would help reduce wildfire risk, provide resilience, and create local jobs.

When considering the region served by Pioneer, there are 62 census tracts in Placer County that falls below the CPUC’s California Alternate Rates for Energy Program (“CARE”) baseline allowance of $36,620. According to US Census Bureau, 8.4% of El Dorado County’s population live in poverty. Currently, Pioneer has 26,270 customers enrolled in the CARE program and 801 enrolled in Family Electric Rate Assistance (FERA) Program. 47 Recognizing the needs of low-income and fixed-income individuals, Pioneer has looked for opportunities to participate in programs that provide support to disadvantaged communities and other low-income customers. Program participation has included the Arrearage Management Program and participation in the Commission’s Percent Income Payment Pilot program.

Pioneer will work with the tribal leadership to make all eligible residents aware of these financial assistance programs.
c. Commission Direction of Actions
Pioneer encourages the Commission to adopt durable rules and processes to bring greater stability to the regulatory framework within which Pioneer and other suppliers must plan and operate. Frequent rule changes disrupt Pioneer’s ability to execute long-term planning activities and adopted planning elements while minimizing customer costs. Such regulatory changes can also result in disproportionately high costs and administrative burdens, which would prompt related customer rate increases – certain regulatory changes may necessitate duplicative procurement efforts and/or stranded investments that are expected to impact a larger portion of Pioneer’s portfolio.

For example, the Commission is currently considering a programmatic approach to the IRP, a Slice-of-Day Resource Adequacy Program, and recently implemented the Central Procurement Entity structure. Each of these changes on their own represents significant regulatory uncertainty, which leads to market uncertainty. These changes together represent a complex, wholesale change to the regulatory landscape, which LSEs cannot reasonably account for in planning.

While it is likely that the implementation of one or all of these changes would impact Pioneer’s procurement planning, the full effects of these changes cannot be adequately planned for or incorporated into planning at this time.

V. Lessons Learned
Pioneer recognizes the improvements made to the data templates relative to the 2020 planning cycle, including consolidation of the new and baseline templates and enhancements to better capture the full range of resources in LSE existing and planned portfolios. Pioneer believes that additional improvements in the data templates can be made, and Pioneer looks forward to further discussions with Energy Division staff in this regard. Pioneer’s experience completing the Resource Data Template and the Clean System Power tools leads to the following observations and suggestions:
• The Commission should remain mindful that while the planning of procurement is needed, especially for supporting transmission planning, there remains significant uncertainty in the later years of the planning horizon. Due to technological developments and rapidly changing market conditions, which are beyond the purview of any single market participant, resource projections of ten years or longer become increasingly imprecise. It is unclear how much additional information is gained beyond what the Commission’s own RESOLVE and SERVM analysis provide, since LSEs generally 48 choose resources based on the results of that analysis. LSE’s procurement decisions are determined by what is offered to them when they have a need for resources. Asking them to consider how they expect to meet those needs in the future may be useful as a planning exercise. However, the value to LSEs is to ensure LSEs are considering these longer-term needs, not binding them to a specific projection that may never materialize. • There is considerable time required/spent to complete necessary templates, and this remains a concern for Pioneer and other LSEs. While Pioneer appreciates efforts in recent years to simplify the IRP templates, the narrative template has only become more burdensome. Additionally, Pioneer requests that Energy Division staff consider whether all requested data is necessary/critically important to the IRP process, and if not, Pioneer respectfully requests that any/all non-critical data requirements be eliminated from future processes. For example, requesting the substation for potential resources that may be used to meet additional load many years in the future seems to be asking the unknowable.

Such procurement is likely more ten or more years away and in the intervening time, the renewable energy market and potentially the transmission grid will likely have evolved in significant unforeseen ways. At this point, most LSEs cannot be so specific in their procurement plans and requiring such a level of specificity does not add anything to this process. Pioneer also found that the directions and guidance provided by the Commission and staff for this IRP cycle, while improved over prior years, still lacks clarity and consistency in certain key respects. Again, Pioneer recognizes that the IRP process is evolving, but there is room for improvement in providing clear and consistent instructions in a timely manner.
49 Glossary of Terms
Alternative Portfolio: LSEs are permitted to submit “Alternative Portfolios” developed from scenarios using different assumptions from those used in the Preferred System Plan with updates. Any deviations from the “Conforming Portfolio” must be explained and justified.

Approve (Plan): the CPUC’s obligation to approve an LSE’s integrated resource plan derives from Public Utilities Code Section 454.52(b)(2) and the procurement planning process described in Public Utilities Code Section 454.5, in addition to the CPUC obligation to ensure safe and reliable service at just and reasonable rates under Public Utilities Code Section 451.

Balancing Authority Area (CAISO): the collection of generation, transmission, and loads within the metered boundaries of the Balancing Authority. The Balancing Authority maintains load-resource balance within this area.

Baseline resources: Those resources assumed to be fixed as a capacity expansion model input, as opposed to Candidate resources, which are selected by the model and are incremental to the Baseline.

Baseline resources are existing (already online) or owned or contracted to come online within the planning horizon. Existing resources with announced retirements are excluded from the Baseline for the applicable years. Being “contracted” refers to a resource holding signed contract/s with an LSE/s for much of its energy and capacity, as applicable, for a significant portion of its useful life. The contracts refer to those approved by the CPUC and/or the LSE’s governing board, as applicable. These criteria indicate the resource is relatively certain to come online. Baseline resources that are not online at the time of modeling may have a failure rate applied to their nameplate capacity to allow for the risk of them failing to come online.

Candidate resource: those resources, such as renewables, energy storage, natural gas generation, and demand response, available for selection in IRP capacity expansion modeling, incremental to the Baseline resources.

Capacity Expansion Model: a capacity expansion model is a computer model that simulates generation and transmission investment to meet forecast electric load over many years, usually with the objective of minimizing the total cost of owning and operating the electrical system. Capacity expansion models can also be configured to only allow solutions that meet specific requirements, such as providing a minimum amount of capacity to ensure the reliability of the system or maintaining greenhouse gas emissions below an established level.

Certify (a Community Choice Aggregator Plan): Public Utilities Code 454.52(b)(3) requires the CPUC to certify the integrated resource plans of CCAs. “Certify” requires a formal act of the Commission to determine that the CCA’s Plan complies with the requirements of the statute and the process established via Public Utilities Code 454.51(a). In addition, the Commission must review the CCA Plans to determine any potential impacts on public utility bundled customers under Public Utilities Code Sections 451 and 454, among others.

Clean System Power (CSP) methodology: the methodology used to estimate GHG and criteria pollutant emissions associated with an LSE’s Portfolio based on how the LSE will expect to rely on system power on an hourly basis.

Community Choice Aggregator: a governmental entity formed by a city or county to procure electricity for its residents, businesses, and municipal facilities. 50 Conforming Portfolio: the LSE portfolio that conforms to IRP Planning Standards, the 2030 LSE-specific GHG Emissions Benchmark, use of the LSE’s assigned load forecast, use of inputs and assumptions matching those used in developing the Reference System Portfolio, as well as other IRP requirements including the filing of a complete Narrative Template, a Resource Data Template and Clean System Power Calculator.

Effective Load Carrying Capacity: a percentage that expresses how well a resource is able avoid loss-of-load events (considering availability and use limitations). The percentage is relative to a reference resource, for example a resource that is always available with no use limitations. It is calculated via probabilistic reliability modeling, and yields a single percentage value for a given resource or grouping of resources.

Effective Megawatts (MW): perfect capacity equivalent MW, such as the MW calculated by applying an ELCC % multiplier to nameplate MW.

Electric Service Provider: an entity that offers electric service to a retail or end-use customer, but which does not fall within the definition of an electrical corporation under Public Utilities Code Section 218.

Filing Entity: an entity required by statute to file an integrated resource plan with CPUC.

Future: a set of assumptions about future conditions, such as load or gas prices.

GHG Benchmark (or LSE-specific 2030 GHG Benchmark): the mass-based GHG emission planning targets calculated by staff for each LSE based on the methodology established by the California Air Resources Board and required for use in LSE Portfolio development in IRP.

GHG Planning Price: the systemwide marginal GHG abatement cost associated with achieving a specific electric sector 2030 GHG planning target.

Integrated Resources Planning Standards (Planning Standards): the set of CPUC IRP rules, guidelines, formulas, and metrics that LSEs must include in their LSE Plans.

Integrated Resource Planning (IRP) process: integrated resource planning process; the repeating cycle through which integrated resource plans are prepared, submitted, and reviewed by the CPUC Long term: more than 5 years unless otherwise specified.

Load Serving Entity: an electrical corporation, electric service provider, community choice aggregator, or electric cooperative.

Load Serving Entity (LSE) Plan: an LSE’s integrated resource plan; the full set of documents and information submitted by an LSE to the CPUC as part of the IRP process.

Load Serving Entity (LSE) Portfolio: a set of supply- and/or demand-side resources with certain attributes that together serve the LSE’s assigned load over the IRP planning horizon.

Loss of Load Expectation (LOLE): a metric that quantifies the expected frequency of loss-of-load events per year. Loss-of-load is any instance where available generating capacity is insufficient to serve electric demand. If one or more instances of loss-of-load occurring within the same day regardless of duration are counted as one loss-of-load event, then the LOLE metric can be compared to a reference point such as the industry probabilistic reliability standard of “one expected day in 10 years,” i.e., an LOLE of 0.1.

Maximum Import Capability: a California ISO metric that represents a quantity in MWs of imports determined by the CAISO to be simultaneously deliverable to the aggregate of load in the ISO’s 51 Balancing Authority (BAA) Area and thus eligible for use in the Resource Adequacy process. The California ISO assesses a MIC MW value for each intertie into the ISO’s BAA and allocated yearly to the LSEs. A LSE’s RA import showings are limited to its share of the MIC at each intertie.

Net Qualifying Capacity (NQC): Qualifying Capacity reduced, as applicable, based on: (1) testing and verification; (2) application of performance criteria; and (3) deliverability restrictions. The Net Qualifying Capacity determination shall be made by the California ISO pursuant to the provisions of this California ISO Tariff and the applicable Business Practice Manual.

Non-modeled costs: embedded fixed costs in today’s energy system (e.g., existing distribution revenue requirement, existing transmission revenue requirement, and energy efficiency program cost).

Nonstandard LSE Plan: type of integrated resource plan that an LSE may be eligible to file if it serves load outside the CAISO balancing authority area.

Optimization: an exercise undertaken in the CPUC’s Integrated Resource Planning (IRP) process using a capacity expansion model to identify a least-cost portfolio of electricity resources for meeting specific policy constraints, such as GHG reduction or RPS targets, while maintaining reliability given a set of assumptions about the future. Optimization in IRP considers resources assumed to be online over the planning horizon (baseline resources), some of which the model may choose not to retain, and additional resources (candidate resources) that the model is able to select to meet future grid needs.

Planned resource: any resource included in an LSE portfolio, whether already online or not, that is yet to be procured. Relating this to capacity expansion modeling terms, planned resources can be baseline resources (needing contract renewal, or currently owned/contracted by another LSE), candidate resources, or possibly resources that were not considered by the modeling, e.g., due to the passage of time between the modeling taking place and LSEs developing their plans. Planned resources can be specific (e.g., with a CAISO ID) or generic, with only the type, size and some geographic information identified.

Qualifying capacity: the maximum amount of Resource Adequacy Benefits a generating facility could provide before an assessment of its net qualifying capacity.

Preferred Conforming Portfolio: the conforming portfolio preferred by an LSE as the most suitable to its own needs; submitted to CPUC for review as one element of the LSE’s overall IRP plan.

Preferred System Plan: the Commission’s integrated resource plan composed of both the aggregation of LSE portfolios (i.e., Preferred System Portfolio) and the set of actions necessary to implement that portfolio (i.e., Preferred System Action Plan).

Preferred System Portfolio: the combined portfolios of individual LSEs within the CAISO, aggregated, reviewed, and possibly modified by Commission staff as a proposal to the Commission, and adopted by the Commission as most responsive to statutory requirements per Pub. Util. Code 454.51; part of the Preferred System Plan.

Short term: 1 to 3 years (unless otherwise specified).

Staff: CPUC Energy Division staff (unless otherwise specified).

Standard LSE Plan: type of integrated resource plan that an LSE is required to file if it serves load within the CAISO balancing authority area (unless the LSE demonstrates exemption from the IRP process).
52 Transmission Planning Process (TPP): annual process conducted by the California Independent System Operator (CAISO) to identify potential transmission system limitations and areas that need reinforcements over a 10-year horizon.
53 Appendix A
Table 1: 30 MMT Resources
30 MMT Existing
Resources
(Owned/
Contracted)
Existing
Resources
(Planned
Procurement)
Existing Resources
(CAM, VAMO,
GHG-free
Allocation, DR
Allocation)
New Resources
(CAM, VAMO,
GHG-free
Allocation, DR
New Resources
(In
Development)
Future
New
Resources
Total
Nuclear -
CHP -
Natural Gas -
Coal -
Hydro (large) 27 25 52
Hydro Import 16 16
Biomass 38 12 50
Geothermal 8 10 18
Hydro (small) 21 21
Wind 25 25
Out-of-State Wind on New
Transmission
30 30
Off Shore Wind 40 40
Solar 34 32 66
Customer Solar -
Battery Storage -
Hybrid -
Solar 60 120 180
Storage 53 106 159
Pumped (long-duration) storage -
Shed Demand Response 6 6
RPS Custom Profile 14 14
Capacity Only -
Natural Gas 224 1 225
Battery Storage 6 2 8
Long Duration Storage 8 8
54 Table 2: 25 MMT Resources
25 MMT Existing
Resources
(Owned/
Contracted)
Existing
Resources
(Planned
Procurement)
Existing
Resources
(CAM,
VAMO, GHG-free
Allocation,
DR
Allocation)
New
Resources
(CAM,
VAMO,
GHG-free
Allocation,
DR)
New Resources
(In
Development)
Future
New
Resources
Total
Nuclear -
CHP -
Natural Gas -
Coal -
Hydro (large) 54 - 54
Hydro Import 32 32
Biomass 38 12 50
Geothermal 8 10 18
Hydro (small) 21 21
Wind 25 25
Out-of-State Wind on New Transmission 30 30
Off Shore Wind 40 40
Solar 34 32 66
Customer Solar -
Battery Storage -
Hybrid -
Solar 60 120 180
Storage 53 106 159
Pumped (long-duration) storage -
Shed Demand Response 6 6
RPS Custom Profile 14 14
Capacity Only -
Natural Gas 220 1 221
Battery Storage 6 2 8
Long Duration Storage 8 8